Dine Brands Global, Inc 10-Q for FY2025 Q3
Dine Brands Global, Inc. (DIN)
10-Q
2025-11-05
For: 2025-09-30
View Original
Added on
April 11, 2026
About this 10-Q
Dine Brands Global, Inc filed this 10-Q on November 5, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $216.17M
- up 10.8% from $195.03M a year earlier
- Net income
- $7.33M
- down 61.6% from net income of $19.06M a year earlier
- Diluted EPS
- $0.48
- down 61.3% from $1.24 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended September 30, 2025
OR
Commission File Number 001-15283
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
| (Registrant’s telephone number, including area code) | |||||
______________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | |||||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
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 | ☐ | ☒ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
As of October 23, 2025, the Registrant had 14,423,699 shares of Common Stock outstanding.
Dine Brands Global, Inc. and Subsidiaries
Index
| Page | ||||||||
1
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 condensed 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.
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: general economic conditions, including the impact of inflation, particularly as it may impact our franchisees directly; 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 corporate strategies, including 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, including any insolvency or bankruptcy; credit risks from our IHOP franchisees operating under our previous IHOP business model in which we built and equipped IHOP restaurants and then franchised them to franchisees; insufficient insurance coverage to cover potential risks associated with the ownership and operation of restaurants; 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; risks of food-borne illness or food tampering; possible future impairment charges; 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; changes in U.S. government regulations and trade policies, including the imposition of tariffs and other trade barriers; 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; delivery initiatives and use of third-party delivery vendors; our allocation of human capital and 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; risks of major natural disasters, including earthquake, wildfire, tornado, flood or a man-made disaster, including terrorism, civil unrest or a cyber incident; risks of volatile or adverse weather conditions as a result of climate change; pandemics, epidemics, or other 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; changes in tax laws; failure to meet investor and stakeholder expectations regarding business responsibility matters; and other factors discussed from time to time in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in the Company's other filings with the Securities and Exchange Commission, many of which are beyond our control.
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 2025 began on December 30, 2024 and ended on March 30, 2025, the second fiscal quarter of 2025 ended on June 29, 2025, and the third fiscal quarter of 2025 ended on September 28, 2025. The first fiscal quarter of 2024 began on January 1, 2024 and ended on March 31, 2024, the second fiscal quarter of 2024 ended on June 30, 2024, and the third fiscal quarter of 2024 ended on September 29, 2024.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Dine Brands Global, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
| September 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | (Unaudited) | |||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Receivables, net of allowance of $ | ||||||||||||||
| Restricted cash | ||||||||||||||
| Prepaid gift card costs | ||||||||||||||
| Prepaid income taxes | ||||||||||||||
| Prepaid expenses | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-current restricted cash | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Deferred rent receivable | ||||||||||||||
Long-term receivables, net of allowance of $ | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Other non-current assets, net | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and Stockholders’ Deficit | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current maturities of long-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Gift card liability | ||||||||||||||
| Current maturities of operating lease obligations | ||||||||||||||
| Current maturities of finance lease and financing obligations | ||||||||||||||
| Accrued employee compensation and benefits | ||||||||||||||
| Accrued advertising expenses | ||||||||||||||
| Dividends payable | ||||||||||||||
| Accrued interest payable | ||||||||||||||
| Other accrued expenses | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, net, less current maturities | ||||||||||||||
| Operating lease obligations, less current maturities | ||||||||||||||
| Finance lease obligations, less current maturities | ||||||||||||||
| Financing obligations, less current maturities | ||||||||||||||
| Deferred income taxes, net | ||||||||||||||
| Deferred franchise revenue, long-term | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ deficit: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in-capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
Treasury stock, at cost; shares: September 30, 2025 - | ( | ( | ||||||||||||
| Total stockholders’ deficit | ( | ( | ||||||||||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||||||||
See the accompanying Notes to Condensed Consolidated Financial Statements.
3
Dine Brands Global, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Franchise revenues: | ||||||||||||||||||||||||||
| Royalties, franchise fees and other | $ | $ | $ | $ | ||||||||||||||||||||||
| Advertising revenues | ||||||||||||||||||||||||||
| Total franchise revenues | ||||||||||||||||||||||||||
| Company restaurant sales | ||||||||||||||||||||||||||
| Rental revenues | ||||||||||||||||||||||||||
| Financing revenues | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Cost of revenues: | ||||||||||||||||||||||||||
| Franchise expenses: | ||||||||||||||||||||||||||
| Advertising expenses | ||||||||||||||||||||||||||
| Bad debt expense (credit) | ( | |||||||||||||||||||||||||
| Other franchise expenses | ||||||||||||||||||||||||||
| Total franchise expenses | ||||||||||||||||||||||||||
| Company restaurant expenses | ||||||||||||||||||||||||||
| Rental expenses: | ||||||||||||||||||||||||||
| Interest expense from finance leases | ||||||||||||||||||||||||||
| Other rental expenses | ||||||||||||||||||||||||||
| Total rental expenses | ||||||||||||||||||||||||||
| Financing expenses | ||||||||||||||||||||||||||
| Total cost of revenues | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||||||||
| Interest expense, net | ||||||||||||||||||||||||||
| Closure and impairment charges | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||||||||
| (Gain) loss on disposition of assets | ( | ( | ( | |||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax provision | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||
| Other comprehensive income (loss) net of tax: | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | ( | ( | ||||||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income available to common stockholders: | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Net income allocated to unvested restricted stock | ( | ( | ( | ( | ||||||||||||||||||||||
| Net income available to common stockholders | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income available to common stockholders per share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See the accompanying Notes to Condensed Consolidated Financial Statements.
4
Dine Brands Global, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Deficit
(In thousands except shares)
(Unaudited)
Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Shares | Cost | Total | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Purchase of Company common stock | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of shares for stock plans | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of restricted shares for taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Tax payments for share settlement of restricted stock units | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Shares | Cost | Total | ||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of Company common stock | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of shares for stock plans | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of restricted shares for taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Tax payments for share settlement of restricted stock units | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to Condensed Consolidated Financial Statements.
5
Dine Brands Global, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Deficit
(In thousands except shares)
(Unaudited)
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Shares | Cost | Total | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Purchase of Company common stock | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of shares for stock plans | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of restricted shares for taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Tax payments for share settlement of restricted stock units | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Accumulated Other Comprehensive Loss | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Additional Paid-in Capital | Retained Earnings | Shares | Cost | Total | ||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Purchase of Company common stock | ( | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Reissuance of treasury stock | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of shares for stock plans | ( | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Repurchase of restricted shares for taxes | ( | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Dividends on common stock | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||
| Tax payments for share settlement of restricted stock units | — | — | ( | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
See the accompanying Notes to Condensed Consolidated Financial Statements
6
Dine Brands Global, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Nine Months Ended | ||||||||||||||
| September 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash flows provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Non-cash closure and impairment charges | ||||||||||||||
| Non-cash stock-based compensation expense | ||||||||||||||
| Non-cash interest expense | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Provision for doubtful accounts | ( | |||||||||||||
| Gain on disposition of assets | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Receivables, net | ( | |||||||||||||
| Deferred rent receivable | ||||||||||||||
| Current income tax receivable and payable | ||||||||||||||
| Gift card receivable and payable | ( | ( | ||||||||||||
| Other current assets | ( | |||||||||||||
| Accounts payable | ( | |||||||||||||
| Operating lease assets and liabilities | ( | ( | ||||||||||||
| Accrued employee compensation and benefits | ( | |||||||||||||
| Accrued advertising | ( | |||||||||||||
| Accrued interest payable | ( | |||||||||||||
| Other accrued expenses | ( | ( | ||||||||||||
| Deferred revenue | ( | ( | ||||||||||||
| Cash flows provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Principal receipts from notes, equipment contracts and other long-term receivables | ||||||||||||||
| Additions to property and equipment | ( | ( | ||||||||||||
| Proceeds from sale of property and equipment | ||||||||||||||
| Additions to long-term receivables | ( | ( | ||||||||||||
| Acquisition, net of cash acquired | ||||||||||||||
| Additions to intangible assets | ( | ( | ||||||||||||
| Cash flows used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||
| Repayment of long-term debt | ( | |||||||||||||
| Payment of debt issuance costs | ( | |||||||||||||
| Dividends paid on common stock | ( | ( | ||||||||||||
| Repurchase of common stock | ( | ( | ||||||||||||
| Principal payments on finance lease and financing obligations | ( | ( | ||||||||||||
| Repurchase of restricted stock for tax payments upon vesting | ( | ( | ||||||||||||
| Tax payments for share settlement of restricted stock units | ( | ( | ||||||||||||
| Other | ( | |||||||||||||
| Cash flows used in financing activities | ( | ( | ||||||||||||
| Net change in cash, cash equivalents and restricted cash | ||||||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
| Supplemental disclosures: | ||||||||||||||
| Interest paid in cash | $ | $ | ||||||||||||
| Income taxes paid in cash | $ | $ | ||||||||||||
| Non-cash conversion to notes receivable | $ | $ | ||||||||||||
| Non-cash balance sheet gross-up of receivables and other accrued expenses | $ | $ | ||||||||||||
See the accompanying Notes to Condensed Consolidated Financial Statements.
7
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. General
The accompanying unaudited interim condensed 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 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2025.
The consolidated balance sheet at December 31, 2024 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 condensed 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, 2024.
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 2025 began on December 30, 2024 and ended on March 30, 2025, the second fiscal quarter of 2025 ended on June 29, 2025, and the third fiscal quarter of 2025 ended on September 28, 2025. The first fiscal quarter of 2024 began on January 1, 2024 and ended on March 31, 2024, the second fiscal quarter of 2024 ended on June 30, 2024, and the third fiscal quarter of 2024 ended on September 29, 2024.
The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries that are consolidated in accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. Certain amounts in the Condensed Consolidated Financial Statements and associated notes may not foot due to rounding.
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 condensed 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 tangible and intangible assets and goodwill; 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. Recent Accounting Pronouncements
Newly Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and should be applied on a prospective basis with the option to apply the standard retrospectively. The Company does not expect material impact of adopting this ASU on our disclosures.
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses," which requires public business entities to provide disaggregated disclosures, in the Notes to Condensed Consolidated Financial Statements, of certain expense categories that are included in expense line items on the face of the income statement. The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of adopting this ASU in our disclosures.
The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the condensed consolidated financial statements.
8
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
4. Revenues
Franchise revenues and revenues from company-owned restaurants are recognized in accordance with current guidance for revenue recognition as codified in Accounting Standards Topic 606 (“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.
Franchise Revenues
The Company franchises the Applebee's Neighborhood Grill & Bar® (“Applebee's”) concept in the American full-service restaurant segment within the casual dining category of the restaurant industry, the International House of Pancakes® (“IHOP”) concept in the family dining mid-scale full-service category of the restaurant industry, and the Fuzzy's Taco Shop® (“Fuzzy's”) concept in the Mexican food segment within the fast-casual dining category of the restaurant industry. The franchise arrangement for the 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 brands 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 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 respective 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 the 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 revenues are 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, and are included in “receivables, net” on the balance sheet;
•Revenue from the sale of proprietary pancake and waffle dry mix and other proprietary products is recognized in the period in which distributors ship the franchisee's order; recognition of revenue results in an accounts receivable included in “receivables, net” on the balance sheet.
In determining the amount and timing of revenues from contracts with customers, the Company exercises significant judgment with respect to collectability of the amount; however, the timing of recognition does not require significant judgments as it is based on either the term of the franchise agreement, the month of reported sales by the franchisee or the date of product shipment, none of which require estimation.
9
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
4. Revenues (Continued)
The following table disaggregates franchise revenues by major type for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Franchise Revenues: | ||||||||||||||||||||||||||
| Royalties | $ | $ | $ | $ | ||||||||||||||||||||||
| Advertising revenues | ||||||||||||||||||||||||||
| Proprietary product sales and other | ||||||||||||||||||||||||||
| Franchise and development fees | ||||||||||||||||||||||||||
| Total franchise revenues | $ | $ | $ | $ | ||||||||||||||||||||||
Changes in the Company's contract liability for deferred franchise and development fees during the nine months ended September 30, 2025 were as follows:
| Deferred Franchise Revenue (short- and long-term) | ||||||||
| (In millions) | ||||||||
Balance at December 31, 2024 | $ | |||||||
Recognized as revenue during the nine months ended September 30, 2025 | ( | |||||||
Fees deferred during the nine months ended September 30, 2025 | ||||||||
Balance at September 30, 2025 | $ | |||||||
The balance of deferred revenue as of September 30, 2025 is expected to be recognized as follows:
| (In millions) | ||||||||
2025 (remaining three months) | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Company Restaurant Revenues
Company restaurant revenues comprise retail sales at company-owned restaurants. Sales by company-owned restaurants are recognized when food and beverage items are sold. Company restaurant sales are reported net of sales taxes collected from guests that are remitted to the appropriate taxing authorities, with no significant judgments required.
5. Receivables and Current Expected Credit Losses (“CECL”)
The CECL reserve methodology requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Under the CECL model, reserves may be established against financial asset balances even if the risk of loss is remote or has not yet manifested itself. The Company records specific reserves against account balances of franchisees deemed at-risk when a potential loss is likely or imminent as a result of prolonged payment delinquency (greater than 90 days past due) and where notable credit deterioration has become evident. For financial assets that are not currently deemed at-risk, an allowance is recorded based on expected loss rates derived pursuant to the Company's CECL methodology that assesses four components - historical losses, current conditions, reasonable and supportable forecasts, and a reversion to history, if applicable.
10
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
5. Receivables and Current Expected Credit Losses (Continued)
The Company considers its portfolio segments to be the following:
Accounts Receivable
Most of the Company’s short-term receivables due from franchisees are derived from royalty, advertising, and other franchise-related fees, and from distributors related to the sale of proprietary products to franchisees through the Company’s network of suppliers and distributors. During the nine months ended September 30, 2025, the Company wrote off $0.9 million, predominantly related to Applebee's accounts receivable.
Gift Card Receivable
Gift card receivable consists primarily of amounts due from third-party vendors. Receivables related to gift card sales are subject to seasonality and usually peak around year-end as a result of the December holiday season.
Notes Receivable
Notes receivable balances primarily relate to the conversion of certain past due franchisee accounts receivable to notes receivable, cash loans to franchisees for working capital purposes, notes receivable in connection with the sale of IHOP and Applebee's company restaurants, franchise fees and other notes. A portion of these notes have specific reserves recorded against them amounting to $1.3 million as of September 30, 2025.
Equipment Leases Receivable
Equipment leases receivable primarily relates to IHOP franchise development activity prior to 2003 when IHOP typically leased or purchased the restaurant site, built and equipped the restaurant, then franchised the restaurant to a franchisee. Equipment lease contracts are collateralized by the equipment in the restaurant. The estimated fair value of the equipment collateralizing these lease contracts are not deemed to be significant given the very seasoned and mature nature of this portfolio. The weighted average remaining life of the Company’s equipment leases is 2.2 years as of September 30, 2025.
Real Estate Leases Receivable
Real estate leases receivable primarily relates to the franchise development activity resulting from the previous IHOP business model where the Company provided the financing for leasing or subleasing the site. Real estate leases at September 30, 2025 comprised of 16 leases with a weighted average remaining life of 9.9 years, and relate to locations that IHOP is leasing from third parties and subleasing to franchisees.
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Accounts receivable | $ | $ | ||||||||||||
| Gift card receivable | ||||||||||||||
| Notes receivable | ||||||||||||||
| Equipment leases receivable | ||||||||||||||
| Real estate leases receivable | ||||||||||||||
Other receivables | ||||||||||||||
| Less: allowance for credit losses and notes receivable | ( | ( | ||||||||||||
| Less: current portion | ( | ( | ||||||||||||
| Long-term receivables | $ | $ | ||||||||||||
Changes in the allowance for credit losses during the nine months ended September 30, 2025 were as follows:
| Accounts Receivable | Notes Receivable, short-term | Notes Receivable, long-term | Real estate leases receivable | Equipment leases receivable | Other (1) | Total | ||||||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Bad debt expense | ( | |||||||||||||||||||||||||||||||||||||||||||
| Advertising provision adjustment | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Write-offs | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Balance, September 30, 2025 | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
11
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
5. Receivables and Current Expected Credit Losses (Continued)
(1) Primarily gift card receivable and credit card receivable.
The Company's primary credit quality indicator for all portfolio segments is delinquency. Generally, the notes receivable, leases receivable, equipment receivable, and other receivable (primarily consisting of credit card receivable) are not delinquent.
The year of origination of the Company's notes and financing receivables at September 30, 2025 is as follows:
| Notes Receivable, short and long-term | Real estate leases receivable | Equipment leases receivable | Total | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||||
| 2021 | ||||||||||||||||||||||||||
| Prior | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
6. Leases
The Company engages in leasing activity as both a lessee and a lessor. The Company currently leases from third parties the real property on which 477 IHOP franchisee-operated restaurants are located; the Company (as lessor) subleases the property to the franchisees that operate those restaurants. The Company also leases property it owns to the applicable franchisees that operate the 48 IHOP restaurants and one Applebee's restaurant located on such company-owned property. The Company leases from third parties the real property on which 59 Applebee's company-owned restaurants, 10 IHOP company-owned restaurants and one Fuzzy's company-owned restaurant are located. The Company also leases office space for its principal corporate office in Pasadena, California and a restaurant support center in Irving, Texas. The Company does not have a significant amount of non-real estate leases.
The Company's existing leases/subleases related to IHOP restaurants generally provide for an initial term of 20 to 25 years, with most having one or more five-year renewal options. Leases related to Applebee's restaurants generally have an initial term of 10 to 20 years, with renewal terms of to 20 years. Option periods were not included in determining liabilities and right-of-use assets related to operating leases. Restaurants associated with 296 of the Company's leases met the sales levels that required variable rent payments to the Company (as lessor), based on a percentage of restaurant sales during the nine months ended September 30, 2025. Restaurants associated with 34 of the Company's leases met the sales levels that required variable rent payments by the Company (as lessee), based on a percentage of restaurant sales during the nine months ended September 30, 2025.
The Company's lease (income) cost for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Finance lease cost: | ||||||||||||||||||||||||||
Amortization of right-of-use assets | $ | $ | $ | $ | ||||||||||||||||||||||
Interest on lease liabilities | ||||||||||||||||||||||||||
Operating lease cost | ||||||||||||||||||||||||||
| Variable lease cost | ||||||||||||||||||||||||||
| Short-term lease cost | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Lease income | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
12
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
6. Leases (Continued)
Other lease information is as follows:
| Nine Months Ended September 30, | |||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Assets obtained in exchange for operating lease obligations | $ | $ | |||||||||||||||
| Assets obtained in exchange for finance lease obligations | $ | $ | |||||||||||||||
The weighted average remaining lease term as of September 30, 2025 was 5.5 years for finance leases and 6.3 years for operating leases. The weighted average discount rate as of September 30, 2025 was 9.1 % for finance leases and 6.2 % for operating leases.
During the three and nine months ended September 30, 2025 and 2024, the Company made the following cash payments for leases:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Principal payments on finance lease obligations | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest payments on finance lease obligations | ||||||||||||||||||||||||||
| Payments on operating leases | ||||||||||||||||||||||||||
| Variable lease payments | ||||||||||||||||||||||||||
The Company's income from operating leases for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Minimum lease payments | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease income | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The Company's income from real estate leases for the three and nine months ended September 30, 2025 and 2024 was as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||||||||||||
| Variable lease income | ||||||||||||||||||||||||||
Selling profit | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
13
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
7. Long-Term Debt
At September 30, 2025 and December 31, 2024, long-term debt consisted of the following components:
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
Series 2019-1 | $ | $ | ||||||||||||
Series 2022-1 Variable Funding Senior Notes, Class A-1, variable interest rate of | ||||||||||||||
Series 2023-1 | ||||||||||||||
Series 2025-1 | ||||||||||||||
Series 2025-1 Variable Funding Senior Notes, Class A-1, variable interest rate of | ||||||||||||||
Unamortized debt issuance costs | ( | ( | ||||||||||||
| Long-term debt, net of debt issuance costs | ||||||||||||||
| Less: current portion of long-term debt | ( | |||||||||||||
| Long-term debt | $ | $ | ||||||||||||
On June 5, 2019, Applebee’s Funding LLC and IHOP Funding LLC (the “Co-Issuers”), each a special purpose, wholly-owned indirect subsidiary of the Company, issued two tranches of fixed rate senior secured notes, the Series 2019-1 4.194 % Fixed Rate Senior Secured Notes, Class A-2-I (“2019 Class A-2-I Notes”) in an initial aggregate principal amount of $700 million and the Series 2019-1 4.723 % Fixed Rate Senior Secured Notes, Class A-2-II in an initial aggregate principal amount of $600 million (the “2019 Class A-2-II Notes” and, together with the 2019 Class A-2-I Notes, the “2019 Class A-2 Notes”). The 2019 Class A-2 Notes were issued pursuant to an offering exempt from registration under the Securities Act of 1933, as amended. The 2019 Class A-2-I Notes were voluntarily repaid in full on April 17, 2023 and the 2019 Class A-2-II Notes were voluntarily repaid in full on June 17, 2025 (discussed further below). For a description of the repaid 2019 Class A-2-I Notes, refer to Note 8 — Long-Term Debt of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and for a description of the repaid 2019 Class A-2-II Notes, refer to Note 8 — Long-Term Debt of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
On April 17, 2023, the Co-Issuers completed a refinancing transaction and issued $500 million of Series 2023-1 7.824 % Fixed Rate Senior Secured Notes, Class A-2 (the “2023 Class A-2 Notes”). The 2023 Class A-2 Notes were issued pursuant to an offering exempt from registration under the Securities Act of 1933, as amended.
On June 17, 2025, the Co-Issuers established a new revolving financing facility, the 2025-1 Variable Funding Senior Notes, Class A-1 (the “Credit Facility” or “2025 Class A-1 Notes”), that allows for drawings up to $325 million of variable funding notes on a revolving basis and the issuance of letters of credit. In connection with this transaction, the Co-Issuers terminated their $325 million revolving financing facility, the 2022-1 Variable Funding Senior Notes, Class A-1 (the "2022 Credit Facility"). For a description of the terminated 2022 Credit Facility, refer to Note 8 — Long-Term Debt of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
Also on June 17, 2025, the Co-Issuers completed a refinancing transaction and issued $600 million of Series 2025-1 6.720 % Fixed Rate Senior Secured Notes, Class A-2 (the “2025 Class A-2 Notes”). The 2025 Class A-2 Notes were issued pursuant to an offering exempt from registration under the Securities Act of 1933, as amended. The Company used the net proceeds of the 2025 Class A-2 Notes to repay the entire outstanding balance of approximately $594.0 million of the 2019 Class A-2-II Notes and to pay fees and expenses incurred in connection with the issuance of the 2025 Class A-2 Notes. The 2023 Class A-2 Notes and the 2025 Class A-1 Notes, together with the 2025 Class A-2 Notes are referred to collectively herein as the “Notes.” The Notes were issued in securitization transactions pursuant to which substantially all the domestic revenue-generating assets and domestic intellectual property held by the Co-Issuers and certain other special-purpose, wholly-owned indirect subsidiaries of the Company (the “Guarantors”) were pledged as collateral to secure the Notes.
The Notes were issued under a Base Indenture, dated as of September 30, 2014, amended and restated as of June 5, 2019 and further amended and restated as of April 17, 2023 (the “Base Indenture”). In addition, the 2019 Class A-2-II Notes were issued under the related Series 2019-1 Supplement to the Base Indenture, dated June 5, 2019 (the “Series 2019-1 Supplement”),
14
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
among the Co-Issuers and Citibank, N.A., as the trustee (in such capacity, the “Trustee”) and securities intermediary, the 2022 Credit Facility was issued under the related Series 2022-1 Supplement to the Base Indenture, dated August 12, 2022 (“Series 2022-1 Supplement”), among the Co-Issuers and Citibank, N.A., as Trustee and securities intermediary, the 2023 Class A-2 Notes were issued under the related Series 2023-1 Supplement to the Base Indenture, dated April 17, 2023 (the “Series 2023-1 Supplement”), among the Co-Issuers and Citibank, N.A., as Trustee and securities intermediary, and the 2025 Class A-2 Notes and the 2025 Class A-1 Notes were issued under the related Series 2025-1 Supplement to the Base Indenture, dated June 17, 2025 (the "Series 2025-1 Supplement"), among the Co-Issuers and Citibank, N.A., as Trustee and securities intermediary. The Base Indenture, Series 2023-1 Supplement, and Series 2025-1 Supplement (collectively, the “Indenture”) will allow the Co-Issuers to issue additional series of notes in the future subject to certain conditions set forth therein.
2023 Class A-2 Notes
The legal final maturity of the 2023 Class A-2 Notes is in March 2053, but it is anticipated that, unless repaid earlier to the extent permitted under the Indenture, the 2023 Class A-2 Notes will be repaid in June 2029 (the “2023 Class A-2 Anticipated Repayment Date”). If the Co-Issuers have not repaid or refinanced the 2023 Class A-2 Notes by the 2023 Class A-2 Anticipated Repayment Date, then additional interest will accrue on the 2023 Class A-2 Notes, as applicable, at the greater of: (A) 5.0 % and (B) the amount, if any, by which the sum of the following exceeds the Series 2023-1 Class A-2 Note interest rate: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the 2023 Class A-2 Anticipated Repayment Date of the United States Treasury Security having a term closest to 10 years plus (y) 9.24 % for the 2023 Class A-2 Notes.
While the 2023 Class A-2 Notes are outstanding, payment of principal and interest is required to be made on the 2023 Class A-2 Notes on a quarterly basis. The quarterly principal payment of $1.25 million on the 2023 Class A-2 Notes may be suspended when the leverage ratio for the Company and its subsidiaries is less than or equal to 5.25 x.
As of September 30, 2025, the Company's leverage ratio was approximately 4.58 x. As a result, quarterly principal payments on the 2023 Class A-2 Notes of $1.25 million currently are not required.
The Company may voluntarily repay the 2023 Class A-2 Notes at any time; however, if the 2023 Class A-2 Notes are repaid prior to certain dates, the Company would be required to pay make-whole premiums. As of September 30, 2025, the make-whole premium associated with voluntary prepayment of the 2023 Class A-2 Notes was approximately $20.9 million. The Company also would be subject to a make-whole premium in the event of a mandatory prepayment required following a Rapid Amortization Event or certain asset dispositions. The mandatory make-whole premium requirements are considered derivatives embedded in the Notes that must be bifurcated for separate valuation. The Company estimated the fair value of these derivatives to be immaterial as of September 30, 2025, based on the probability-weighted discounted cash flows associated with either event.
2025 Class A-2 Notes
The legal final maturity of the 2025 Class A-2 Notes is in June 2055, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the 2025 Class A-2 Notes will be repaid in June 2030 (the “2025 Class A-2 Anticipated Repayment Date”). If the Co-Issuers have not repaid or refinanced the 2025 Class A-2 Notes by the 2025 Class A-2 Anticipated Repayment Date, then additional interest will accrue on the 2025 Class A-2 Notes at the greater of: (A) 5.0 % and (B) the amount, if any, by which the sum of the following exceeds the applicable Series 2025-1 Class A-2 Note interest rate: (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on the applicable anticipated repayment date of the United States Treasury Security having a term closest to 10 years plus (y) 7.85 %.
While the 2025 Class A-2 Notes are outstanding, payment of principal and interest is required to be made on the 2025 Class A-2 Notes on a quarterly basis. The quarterly principal payment of $1.5 million on the 2025 Class A-2 Notes may be suspended when the leverage ratio for the Company and its subsidiaries is less than or equal to 5.25 x.
As of September 30, 2025, the Company's leverage ratio was approximately 4.58 x. As a result, quarterly principal payments on the 2025 Class A-2 Notes of $1.5 million currently are not required.
The Company may voluntarily repay the 2025 Class A-2 Notes at any time; however, if the 2025 Class A-2 Notes are repaid prior to certain dates, the Company would be required to pay make-whole premiums. As of September 30, 2025, the make-whole premium associated with voluntary prepayment of the 2025 Class A-2 Notes was approximately $40.6 million. The Company also would be subject to a make-whole premium in the event of a mandatory prepayment required following a Rapid Amortization Event or certain asset dispositions. The mandatory make-whole premium requirements are considered derivatives embedded in the Notes that must be bifurcated for separate valuation. The Company estimated the fair value of
15
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
these derivatives to be immaterial as of September 30, 2025, based on the probability-weighted discounted cash flows associated with either event.
2025 Class A-1 Notes
In June 2025, the Co-Issuers entered into the Credit Facility that allows for drawings up to $325 million of variable funding notes on a revolving basis and the issuance of letters of credit. The applicable interest rate under the Credit Facility depends on the type of borrowing by the Co-Issuers. The applicable interest rate for advances is generally calculated at a per annum rate equal to the commercial paper funding rate or one-, two-, three- or six-month Term SOFR Rate, in either case, plus 2.50 %. The applicable interest rate for swingline advances and unreimbursed draws on outstanding letters of credit is a per annum base rate equal to the sum of (a) the greatest of (A) the Prime Rate in effect from time to time, (B) the Federal Funds Rate in effect from time to time plus 0.50 % and (C) Term SOFR for a one-month tenor in effect at such time plus 0.50 % plus (b) 2.00 %.
The legal final maturity of the Credit Facility is June 2055, but rapid amortization will apply if there are outstanding amounts under the Credit Facility after June 2030 (the “Class A-1 Renewal Date”). The 2025 Class A-1 Renewal Date may be extended at the Co-Issuers’ election for up to two successive one-year periods if certain conditions are met. If the Co-Issuers have not repaid or refinanced the Credit Facility by the 2025 Class A-1 Renewal Date (after giving effect to any extensions), then interest will accrue on the Credit Facility at a rate equal to 5.00 % in addition to the regular interest rate applicable to the Credit Facility.
As of September 30, 2025, the outstanding balance of the Credit Facility was $100 million. The amount of $0.6 million was pledged against the Credit Facility for outstanding letters of credit, leaving $224.4 million of the Credit Facility available for borrowing at September 30, 2025. It is anticipated that the principal and interest on the 2025 Class A-1 Notes will be repaid in full on or prior to the quarterly payment date in June 2030 (the “2025 Class A-1 Anticipated Repayment Date”), subject to two additional one-year extensions at the option of the Company upon the satisfaction of certain conditions. The letters of credit are used primarily to satisfy insurance-related collateral requirements. The weighted average interest rate for the period outstanding during the nine months ended September 30, 2025 was 6.85 %.
Repurchase Program
On February 16, 2023, the Company's Board of Directors authorized a debt repurchase program of up to $100 million. Repurchases of the Company’s debt, if any, are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption. Under the authorization, the Company may make repurchases of the Company's debt from time to time in the open market or in privately negotiated transactions upon such terms and at such prices as management may determine.
Covenants and Restrictions
The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including: (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments, and the related payment of specified amounts, including specified call redemption premiums in the case of Class A-2 Notes under certain circumstances; (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Notes are subject to customary rapid amortization events provided for in the Indenture, including events tied to failure of the Securitization Entities (as defined in the Indenture) to maintain the stated debt service coverage ratio (“DSCR”), the sum of domestic retail sales for all restaurants being below certain levels on certain measurement dates, certain manager termination events, certain events of default and the failure to repay or refinance the Class A-2 Notes on the anticipated repayment dates. The Notes are also subject to certain customary events of default, including events relating to non-payment of required interest, principal or other amounts due on or with respect to the Notes, failure of the Securitization Entities to maintain the stated DSCR, failure to comply with covenants within certain time frames, certain bankruptcy events, breaches of specified representations and warranties and certain judgments.
In general, the DSCR ratio is Net Cash Flow (as defined in the Indenture) for the four quarters preceding the calculation date divided by the total debt service payments (as defined in the Indenture) of the preceding four quarters. The complete definitions of the DSCR and all calculation elements are contained in the Indenture. Failure to maintain a prescribed DSCR can trigger a Cash Trapping Event, A Rapid Amortization Event, a Manager Termination Event or a Default Event (each as defined in the Indenture) as described below. In a Cash Trapping Event, the Trustee is required to retain respective Cash Trapping Percentage (as defined in the Indenture) of excess cash flow in a restricted account. In a Rapid Amortization Event, all excess cash flow is retained and used to retire principal amounts of debt. In a Manager Termination Event, the Company may be
16
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
replaced as manager of the assets securitized under the Indenture. In a Default Event, the outstanding principal amount and any accrued but unpaid interest can be called to become immediately due and payable. Key DSCRs are as follows:
•DSCR less than 1.75 x - Cash Trapping Event
•DSCR less than 1.20 x - Rapid Amortization Event
•Interest-only DSCR less than 1.20 x - Manager Termination Event
•Interest-only DSCR less than 1.10 x - Default Event
The Company's DSCR for the reporting period ended September 30, 2025 was approximately 3.1 x.
Debt Issuance Costs
Credit Facility
In June 2025, the Company incurred costs of approximately $4.1 million in connection with the issuance of the Credit Facility. These debt issuance costs are deferred along with the unamortized costs of the terminated 2022 Credit Facility and are being amortized over the terms of the new arrangement. Amortization of $0.3 million and $0.9 million of these costs were included in interest expense for the three and nine months ended September 30, 2025, respectively. Amortization of $0.3 million and $0.9 million of these costs were included in interest expense for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, total unamortized debt issuance costs of $6.6 million related to the Credit Facility are classified as other non-current assets in the Condensed Consolidated Balance Sheets.
2025 Class A-2 Notes
The Company incurred costs of approximately $7.5 million in connection with the issuance of the 2025 Class A-2 Notes. These debt issuance costs are being amortized using the effective interest method over estimated life of the 2025 Class A-2 Notes. Amortization costs of $0.3 million and $0.4 million were included in interest expense for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, unamortized debt issuance costs of $7.1 million are reported as a direct reduction of the 2025 Class A-2 Notes in the Condensed Consolidated Balance Sheets.
2023 Class A-2 Notes
The Company incurred costs of approximately $8.0 million in connection with the issuance of the 2023 Class A-2 Notes. These debt issuance costs are being amortized using the effective interest method over the estimated life of the 2023 Class A-2 Notes. Amortization costs of $0.3 million and $0.9 million were included in interest expense for the three and nine months ended September 30, 2025, respectively. Amortization costs of $0.3 million and $0.8 million were included in interest expense for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, unamortized debt issuance costs of $5.3 million are reported as a direct reduction of the 2023 Class A-2 Notes in the Condensed Consolidated Balance Sheets.
2019 Class A-2-II Notes
Debt issuance costs incurred in connection with the issuance of the 2019 Class A-2-II Notes were amortized using the effective interest method over the estimated life of each tranche of the 2019 Class A-2 Notes. The 2019 Class A-2-II Notes amortization costs of zero and $0.4 million were included in interest expense for the three and nine months ended September 30, 2025, respectively. The 2019 Class A-2-II Notes amortization costs of $0.2 million and $0.7 million were included in interest expense for the three and nine months ended September 30, 2024, respectively. In connection with the repayment of the 2019 Class A-2-II Notes discussed above, the Company recognized a loss on extinguishment of debt of $0.9 million, representing the remaining unamortized debt issuance costs.
Maturities of Long-term Debt
•The final maturity of the 2023 Class A-2 Notes is in March 2053, but it is anticipated that, unless repaid earlier, to the extent permitted under the Indenture, the 2023 Class A-2 Notes will be repaid in June 2029.
•The final maturity of the 2025 Class A-2 Notes is in June 2055, but it is anticipated that, unless repaid earlier, to the extent permitted under the Indenture, the 2025 Class A-2 Notes will be repaid in June 2030.
•The renewal date of the 2025 Class A-1 Notes is June 2030, subject to two additional one-year extensions at the option of the Company upon the satisfaction of certain conditions.
•Quarterly principal payments on the 2023 Class A-2 Notes totaling $1.25 million ($5.0 million per annum) are required if the Company's leverage ratio is greater than 5.25 x.
17
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
7. Long-Term Debt (Continued)
8. Stockholders' Deficit
Dividends
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Dividends declared per common share | $ | $ | $ | $ | ||||||||||||||||||||||
| Dividends paid per common share | $ | $ | $ | $ | ||||||||||||||||||||||
During the nine months ended September 30, 2025 and 2024, the Company paid dividends of $23.6 million and $23.5 million, respectively.
On September 4, 2025, the Board of Directors declared a third quarter 2025 cash dividend of $0.51 per share of common stock, paid on October 8, 2025 to the stockholders of record as of the close of business on September 19, 2025.
On May 14, 2025, the Board of Directors declared a second quarter 2025 cash dividend of $0.51 per share of common stock, paid on July 9, 2025 to the stockholders of record as of the close of business on June 20, 2025.
On February 21, 2025, the Board of Directors declared a first quarter 2025 cash dividend of $0.51 per share of common stock, paid on April 4, 2025 to the stockholders of record as of the close of business on March 17, 2025.
On November 22, 2024, the Board of Directors declared a fourth quarter 2024 cash dividend of $0.51 per share of common stock, paid on January 7, 2025 to the stockholders of record as of the close of business on December 20, 2024.
Stock Repurchase Program
In February 2022, the Company’s Board of Directors approved a stock repurchase program, effective April 1, 2022, authorizing the Company to repurchase up to $250 million of the Company’s common stock (the “2022 Repurchase Program”) on an opportunistic basis from time to time in the open market or in privately negotiated transactions based on business, market, applicable legal requirements and other considerations. The 2022 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.
During the nine months ended September 30, 2025, the Company repurchased 1,299,440 shares of common stock at a cost of $30.1 million. Cumulatively, the Company repurchased 3,164,839 shares at a cost of $146.9 million. As of September 30, 2025, a remaining amount of $103.1 million in the value of shares may be repurchased under the 2022 Repurchase Program.
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 nine months ended September 30, 2025, the Company re-issued 526,141 shares of treasury stock at a total FIFO cost of $24.9 million.
9. Income Taxes
The Company's effective tax rate was 29.8 % for the nine months ended September 30, 2025, as compared to 26.9 % for the nine months ended September 30, 2024. The effective tax rate for the nine months ended September 30, 2025 was higher than the rate of the prior comparable period primarily due to a lower tax deduction related to stock-based compensation, resulting from the changes in our share price.
The total gross unrecognized tax benefit as of September 30, 2025 and December 31, 2024 was $2.8 million and $2.5 million, respectively, excluding interest, penalties and related income tax benefits. The Company estimates the unrecognized tax benefit as of September 30, 2025 may decrease over the upcoming 12 months by $0.1 million related to settlements with taxing authorities and statute of limitations expirations. For the remaining liability, due to the uncertainties related to these tax matters, the Company is unable to make a reasonable estimate as to when cash settlement with a taxing authority will occur.
18
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
9. Income Taxes (Continued)
The accrued interest as of September 30, 2025 and December 31, 2024 was $0.9 million and $0.8 million, respectively, excluding any related income tax benefits. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as a component of the income tax provision recognized in the Condensed Consolidated Statements of Comprehensive Income.
The Company files federal income tax returns and the Company or one of its subsidiaries file income tax returns in various state and international jurisdictions. With few exceptions, the Company is no longer subject to federal tax examinations by tax authorities for years before 2021 and state or non-United States tax examinations by tax authorities for years before 2020. The Company believes that adequate reserves have been provided relating to all matters contained in the tax periods open to examination.
10. Stock-Based Compensation
The following table summarizes the components of stock-based compensation expense included in general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Equity classified awards expense | $ | $ | $ | $ | ||||||||||||||||||||||
| Liability classified awards expense | ( | |||||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||||||||||||
As of September 30, 2025, total unrecognized compensation expense of $18.6 million related to restricted stock and restricted stock units and $1.3 million related to stock options is expected to be recognized over a weighted average period of 1.5 years for restricted stock and restricted stock units and 0.9 years for stock options.
Equity Classified Awards - Stock Options
| Number of Shares Under Option | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (in Years) | Aggregate Intrinsic Value (in Millions) | |||||||||||||||||||||||
Outstanding at December 31, 2024 | $ | |||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Exercised | ||||||||||||||||||||||||||
| Expired | ( | |||||||||||||||||||||||||
| Forfeited | ( | |||||||||||||||||||||||||
Outstanding at September 30, 2025 | $ | |||||||||||||||||||||||||
Vested and Expected to Vest at September 30, 2025 | $ | |||||||||||||||||||||||||
Exercisable at September 30, 2025 | $ | $ | ||||||||||||||||||||||||
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing share price of the Company’s common stock on the last trading day of the third quarter of 2025 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 September 30, 2025. 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.
19
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
10. Stock-Based Compensation (Continued)
Equity Classified Awards - Restricted Stock and Restricted Stock Units
Outstanding balances as of September 30, 2025, and activity related to restricted stock and restricted stock units for the nine months ended September 30, 2025 were as follows:
| Shares of Restricted Stock | Weighted Average Grant Date Fair Value | Stock-Settled Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||||||||||||||||||
| Outstanding at December 31, 2024 | $ | $ | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Released | ( | ( | ||||||||||||||||||||||||
| Forfeited | ( | ( | ||||||||||||||||||||||||
| Outstanding at September 30, 2025 | $ | $ | ||||||||||||||||||||||||
Liability Classified Awards - Long-Term Incentive Awards
The Company has granted cash long-term incentive awards (“LTIP awards”) to certain employees. The 2023 and 2024 LTIP awards vest at the end of the three-year period and are determined using multipliers 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.
The 2025 LTIP awards vest at the end of the three-year period and are determined using multipliers from 0 % to 200 % of the target award based on the Company's cumulative adjusted EBITDA, as defined and reflected in the Company’s earnings release and/or financial statements for each of the three years in the performance period, subject to adjustment based on the total stockholder returns of a peer group of companies. As of September 30, 2025, the cumulative performance target of the 2025 LTIP awards is not known; therefore, no compensation expense related to the 2025 LTIP award has been recognized.
11. Goodwill and Other Intangible Assets
Goodwill
The significant majority of the Company's goodwill arose from the November 29, 2007 acquisition of Applebee's which was allocated between the franchise and company restaurants segments.
Changes in the carrying amount of goodwill during the nine months ended September 30, 2025 were as follows:
| Franchise Segment | Company Restaurants Segment | Total | ||||||||||||||||||
(In millions) | ||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Business acquisition | ||||||||||||||||||||
| Purchase price adjustment | ( | ( | ||||||||||||||||||
| Adjustments resulting from the subsequent recognition of deferred tax assets | ||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | |||||||||||||||||
During the nine months ended September 30, 2025, the Company acquired 12 Applebee's restaurants from a franchisee as described in Note 17 - Business Acquisition of the Notes to the Condensed Consolidated Financial Statements, and allocated $1.6 million of resulting goodwill to the company restaurants segment.
20
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
11. Goodwill and Other Intangible Assets (Continued)
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Gross | Accumulated Impairment Loss | Net | Gross | Accumulated Impairment Loss | Net | |||||||||||||||||||||||||||||||||
(In millions) | ||||||||||||||||||||||||||||||||||||||
| Franchise Segment | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||
| Company Restaurants Segment | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $( | $ | $ | $( | $ | ||||||||||||||||||||||||||||||||
Other Intangible Assets
The significant majority of the Company's other intangible assets arose from the November 29, 2007 acquisition of Applebee's. Changes in the carrying amounts during the nine months ended September 30, 2025 are as follows:
| Tradenames | Franchising Rights | Favorable Leaseholds | Other | Total | ||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| Impairment | ( | ( | ||||||||||||||||||||||||||||||||||||
| Amortization expense | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||||
| Disposition | ||||||||||||||||||||||||||||||||||||||
Balance at September 30, 2025 | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
Gross and net carrying amounts of intangible assets subject to amortization at September 30, 2025 and December 31, 2024 are as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Gross | Accumulated Amortization | Net | Weighted Average Remaining Period | Gross | Accumulated Amortization | Net | Weighted Average Remaining Period | |||||||||||||||||||||||||||||||||||||||||||
(In millions, except weighted average remaining period in years) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Franchising rights | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Favorable leaseholds | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
12. Segments
The chief executive officer is the Company's chief operating decision maker ("CODM"). The CODM uses each segments' revenue and operating profit to assess its performance.
The CODM uses revenue and operating profit for each segment primarily in the annual budget and forecasting process, and in the quarterly budget-to-actual analysis when making decisions about the allocation of operating and capital resources to each segment. The CODM also uses operating profit to assess the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees. The CODM does not consider asset information when evaluating operating segments, therefore total segment assets are not presented.
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 six operating segments: Applebee's franchise operations, IHOP franchise operations, Fuzzy's franchise operations, rental operations, financing operations, and company-
21
Dine Brand Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
12. Segments (Continued)
owned restaurant operations. The Company has four reporting segments: franchise operations (an aggregation of each restaurant concept's franchise operations), company-owned restaurant operations, rental operations and financing operations.
As of September 30, 2025, the franchise operations segment consisted of 1,512 restaurants operated by Applebee’s franchisees in the United States, two U.S. territories and 16 countries outside the United States; 1,793 restaurants operated by IHOP franchisees and area licensees in the United States, two U.S. territories and 16 countries outside the United States; and 108 restaurants operated by Fuzzy's franchisees in the United States. Franchise operations revenue consists primarily of franchise royalty revenues, franchise advertising revenue, sales of proprietary products to franchisees, and other franchise fees. Franchise operations expenses include advertising expense, the cost of proprietary products, pre-opening training expenses and other franchise-related costs.
Rental operations revenue includes revenue from operating leases and interest income from real estate leases. Rental operations expenses are costs of operating leases and interest expense from finance leases on which the Company is the lessee. Financing operations revenue primarily consists of interest income from the financing of IHOP equipment leases and franchise fees and interest income on notes receivable due from franchisees. Financing operations expenses primarily are the cost of taxes related to IHOP equipment leases. As of September 30, 2025, the company restaurants segment consisted of 59 company-owned Applebee's restaurants, 10 company-owned IHOP restaurants, and one company-owned Fuzzy's restaurant located in the United States. Company-owned restaurant operation revenue consists of retail sales at company-owned restaurants. Company-owned restaurant operation expenses are operating expenses such as food, beverage, labor, benefits, utilities, rent and other operating costs.
Information on segments and a reconciliation of operating profit to income before income taxes is as follows:
22
Dine Brand Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
12. Segments (Continued)
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Franchise | Company Restaurants | Rental | Financing | Total | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: Advertising revenue | |||||||||||||||||||||||||||||
| Revenues excluding advertising revenue | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest expense from finance leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||||||||
| Segment profit (loss) | ( | ||||||||||||||||||||||||||||
| Stock based compensation (direct) | |||||||||||||||||||||||||||||
| Gain on disposition of assets | |||||||||||||||||||||||||||||
| Other G&A expenses (direct and allocated) | |||||||||||||||||||||||||||||
| Segment operating profit (loss) | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of segment operating profit | |||||||||||||||||||||||||||||
| Segment operating profit | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization (unallocated) | |||||||||||||||||||||||||||||
| Stock based compensation (unallocated) | |||||||||||||||||||||||||||||
| Other G&A expenses (unallocated) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Closure and impairment charges | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
23
Dine Brand Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
12. Segments (Continued)
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||
| Franchise | Company Restaurants | Rental | Financing | Total | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: Advertising revenue | |||||||||||||||||||||||||||||
| Revenues excluding advertising revenue | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest expense from finance leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||||||||
| Segment profit | ( | ||||||||||||||||||||||||||||
| Stock based compensation (direct) | |||||||||||||||||||||||||||||
| Gain on disposition of assets | ( | ( | |||||||||||||||||||||||||||
| Other G&A expenses (direct and allocated) | |||||||||||||||||||||||||||||
| Segment operating profit (loss) | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of segment operating profit | |||||||||||||||||||||||||||||
| Segment operating profit | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization (unallocated) | |||||||||||||||||||||||||||||
| Stock based compensation (unallocated) | |||||||||||||||||||||||||||||
| Other G&A expenses (unallocated) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Closure and impairment charges | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
24
Dine Brand Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
12. Segments (Continued)
| Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Franchise | Company Restaurants | Rental | Financing | Total | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: Advertising revenue | |||||||||||||||||||||||||||||
| Revenues excluding advertising revenue | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest expense from finance leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||||||||
| Stock based compensation (direct) | |||||||||||||||||||||||||||||
| Loss on disposition of assets | |||||||||||||||||||||||||||||
| Other G&A expenses (direct and allocated) | |||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Reconciliation of segment operating profit | |||||||||||||||||||||||||||||
| Segment operating profit | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization (unallocated) | |||||||||||||||||||||||||||||
| Stock based compensation (unallocated) | |||||||||||||||||||||||||||||
| Other G&A expenses (unallocated) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Closure and impairment charges | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
25
Dine Brand Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
12. Segments (Continued)
| Nine Months Ended September 30, 2024 | |||||||||||||||||||||||||||||
| Franchise | Company Restaurants | Rental | Financing | Total | |||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Less: Advertising revenue | |||||||||||||||||||||||||||||
| Revenues excluding advertising revenue | |||||||||||||||||||||||||||||
| Less: | |||||||||||||||||||||||||||||
| Interest expense from finance leases | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Other segment items(a) | |||||||||||||||||||||||||||||
| Segment profit | ( | ||||||||||||||||||||||||||||
| Stock based compensation (direct) | |||||||||||||||||||||||||||||
| Gain on disposition of assets | ( | ( | |||||||||||||||||||||||||||
| Other G&A expenses (direct and allocated) | |||||||||||||||||||||||||||||
| Segment operating profit | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||
| Reconciliation of segment operating profit | |||||||||||||||||||||||||||||
| Segment operating profit | $ | ||||||||||||||||||||||||||||
| Depreciation and amortization (unallocated) | |||||||||||||||||||||||||||||
| Stock based compensation (unallocated) | |||||||||||||||||||||||||||||
| Other G&A expenses (unallocated) | |||||||||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||||||||
| Closure and impairment charges | |||||||||||||||||||||||||||||
| Amortization of intangible assets | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
(a) For each reportable segment, the other segment item category includes:
Franchise: Costs of proprietary products, bad debt expense, pre-opening training expenses and other franchise-related costs.
Company Restaurants: Operating expenses at company-owned restaurants and include food, beverage, labor, benefits, utilities, rent and other operating costs.
Rental: Costs of operating leases and interest expense of finance leases on franchisee-operated restaurants.
Financing: Costs of restaurant equipment.
13. Closure and Impairment Charges
Closure and impairment charges for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||
| Closure charges | $ | $ | $ | $ | ||||||||||||||||||||||
| Other asset impairment charges | ||||||||||||||||||||||||||
| Total closure and impairment charges | $ | $ | $ | $ | ||||||||||||||||||||||
26
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
13. Closure and Impairment Charges (Continued)
The closure charges for the three and nine months ended September 30, 2025 were primarily related to the acquisition and closure of certain IHOP restaurants in March 2025 and the establishment of or revisions to existing closure reserves for restaurants closed prior to December 31, 2024. The closure charges for the three and nine months ended September 30, 2024 were related to the establishment of or revisions to existing closure reserves for restaurants closed prior to December 31, 2023.
The other asset impairment charges for the nine months ended September 30, 2025 was primarily attributable to the strategic realignment of the IHOP Cincinnati market resulting in the acquisition and closure of certain IHOP restaurants in March 2025.
14. 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 material 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 long-term debt, excluding the Credit Facility, at September 30, 2025 and December 31, 2024 were as follows:
| September 30, 2025 | December 31, 2024 | ||||||||||||||||
| (In millions) | |||||||||||||||||
| Face Value | $ | $ | |||||||||||||||
| Fair Value | $ | $ | |||||||||||||||
15. 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
16. Cash, Cash Equivalents and Restricted Cash
Cash and Cash Equivalents
The Company considers all highly liquid investment securities with remaining maturities at the date of purchase of three months or less to be cash equivalents. These cash equivalents are stated at cost which approximates market value. Cash held
27
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
16. Cash, Cash Equivalents and Restricted Cash (Continued)
related to IHOP advertising funds and the Company's gift card programs is not considered to be restricted cash as there are no restrictions on the use of these funds.
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Money market funds | $ | $ | ||||||||||||
| IHOP advertising funds and gift card programs | ||||||||||||||
| Other depository accounts | ||||||||||||||
| Total cash and cash equivalents | $ | $ | ||||||||||||
Current Restricted Cash
Current restricted cash primarily consisted of funds required to be held in trust in connection with the Company's securitized debt and funds from Applebee's franchisees pursuant to franchise agreements, usage of which was restricted to advertising activities.
| September 30, 2025 | December 31, 2024 | |||||||||||||
| (In millions) | ||||||||||||||
| Securitized debt reserves | $ | $ | ||||||||||||
| Applebee's advertising funds | ||||||||||||||
| Other | ||||||||||||||
| Total current restricted cash | $ | $ | ||||||||||||
Non-current Restricted Cash
17. Business Acquisition
On March 5, 2025, the Company entered into a cooperation agreement with an IHOP franchisee to acquire 10 IHOP restaurants across Ohio and Kentucky for $0.2 million of consideration. The Company entered into the transaction to invest in the system, improve operations through innovation tests and create a blueprint for franchisee success and growth for the Company. Due to the fair value of the assets acquired exceeding the consideration transferred, the transaction resulted in a $0.2 million gain on bargain purchase, which is recorded under General and administrative expenses in the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025.
The following table summarizes the estimated fair value of net assets acquired at the date of acquisition (in millions):
| Equipment and fixtures | $ | |||||||
| Inventory and other current assets | ||||||||
| Accounts Receivable | ( | |||||||
| Total identifiable assets acquired | ||||||||
| Liabilities assumed | ( | |||||||
| Bargain purchase gain | $ | |||||||
On May 19, 2025, the Company entered into Assignment of Membership Interest and Amendment to Limited Liability Company Operating Agreements with an Applebee's franchisee to acquire 12 Applebee's restaurants across Kentucky, Indiana, Arkansas, and Oklahoma for $1.3 million of consideration. The Company entered into the transaction to invest in the system, improve operations through innovation tests and create a blueprint for franchisee success and growth for the Company. There were no significant indirect costs related to the transaction as of September 30, 2025.
The following table summarizes the estimated fair value of net assets acquired at the date of acquisition (in millions):
28
Dine Brands Global, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Continued)
17. Business Acquisition (Continued)
| Off-market leases | $ | |||||||
| Cash | ||||||||
| Inventory and other current assets | ||||||||
| Total identifiable assets acquired | ||||||||
| Liabilities assumed | ( | |||||||
| Net identifiable liabilities acquired | ( | |||||||
| Goodwill | ||||||||
| Consideration transferred | $ | |||||||
The purchase price allocation is preliminary, subject to finalization of certain transition cut-off adjustments typical with transactions of this nature. There are no significant unresolved contingencies. The Company does not expect there will be material adjustments to the preliminary purchase price allocation.
The results of operation of these restaurants are included in the Company's condensed consolidated results from the acquisition date. The Company has not presented pro forma results of the restaurants for periods prior to the acquisition because the business is not considered significant as measured by the amount of the Company's investment in and assets of the business relative to the Company's condensed consolidated balance sheet and by the income before income taxes of the business relative to the Company's average income before income taxes for the most recent five-year period excluding loss years.
18. Subsequent Event
On November 5, 2025, the Board of Directors declared a fourth quarter 2025 cash dividend of $0.19 per share of common stock, payable on January 7, 2026, to the Company's stockholders of record at the close of business on December 23, 2025.
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in conjunction with the condensed consolidated financial statements and the related notes that appear elsewhere in this report and the MD&A contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Statements contained in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please refer to the section of this report under the heading “Cautionary Statement Regarding Forward-Looking Statements” for more information. Except where the context indicates otherwise, the words “we,” “us,” “our,” “Dine Brands Global” and the “Company” refer to Dine Brands Global, Inc., together with its subsidiaries that are consolidated in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Overview
Through various subsidiaries, we own and franchise the Applebee's Neighborhood Grill & Bar® (“Applebee's”) concept in the American full-service segment within the casual dining category of the restaurant industry, the International House of Pancakes® (“IHOP”) concept in the mid-scale full-service restaurant segment within the family dining category of the restaurant industry, and the Fuzzy's Taco Shop® (“Fuzzy's”) concept in the Mexican limited-service restaurant segment within the fast-casual dining category of the restaurant industry. References herein to Applebee's®, IHOP® and Fuzzy's Taco Shop® restaurants are to these three restaurant concepts, whether operated by franchisees, area licensees and their sub-licensees (collectively, “area licensees”) or by us. With close to 3,500 restaurants, we are one of the largest full-service restaurant companies in the world.
We identify our business segments based on the organizational units used by management to monitor performance and make operating decisions. We currently have six operating segments: Applebee's franchise operations, IHOP franchise operations, Fuzzy's franchise operations, rental operations, financing operations, and company-owned restaurant operations. We have four reportable segments: franchise operations (an aggregation of each restaurant concept's franchise operations), rental operations, financing operations, and company-owned restaurant operations.
Key Financial Results
The financial tables appearing in this MD&A present amounts in millions of dollars that are rounded from our condensed consolidated financial statements presented in thousands of dollars. As a result, the tables may not foot or crossfoot due to rounding.
| Three Months Ended September 30, | Variance | Nine Months Ended September 30, | Variance | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| (In millions, except per share data) | ||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | 10.1 | $ | 26.5 | $ | (16.4) | $ | 41.8 | $ | 81.7 | $ | (39.9) | ||||||||||||||||||||||||||
| Income tax provision | (2.7) | (7.4) | 4.7 | (12.5) | (22.0) | 9.5 | ||||||||||||||||||||||||||||||||
| Net income | $ | 7.3 | $ | 19.1 | $ | (11.7) | $ | 29.3 | $ | 59.7 | $ | (30.4) | ||||||||||||||||||||||||||
| Effective tax rate | 27.2 | % | 28.0 | % | 0.8 | % | 29.8 | % | 26.9 | % | (2.9) | % | ||||||||||||||||||||||||||
| Net income per diluted share | $ | 0.48 | $ | 1.24 | $ | (0.76) | $ | 1.90 | $ | 3.88 | $ | (1.98) | ||||||||||||||||||||||||||
| Weighted average diluted shares | 14.4 | 14.9 | (0.5) | 14.8 | 14.9 | (0.1) | ||||||||||||||||||||||||||||||||
The effective tax rate for the three months ended September 30, 2025 was comparable to the prior year period. The effective tax rate for the nine months ended September 30, 2025 was higher than the rate of the prior comparable period primarily due to a lower tax deduction related to stock-based compensation, resulting from the changes in our share price.
30
The following table highlights the primary components of the decrease in our income before income taxes for the three and nine months ended September 30, 2025, compared to our income before income taxes for the comparable prior year periods (in millions):
| Favorable (Unfavorable) Variance | ||||||||||||||
| Three Months Ended September 30, 2025 | Nine Months Ended September 30, 2025 | |||||||||||||
| Increase (decrease) in gross profit: | ||||||||||||||
Applebee's franchise operations | $ | (2.1) | $ | (7.9) | ||||||||||
IHOP franchise operations | (0.7) | (3.8) | ||||||||||||
| Fuzzy's franchise operations | (0.8) | 0.3 | ||||||||||||
Company restaurant operations | (4.5) | (7.5) | ||||||||||||
Rental and financing operations | (0.6) | (4.0) | ||||||||||||
| Total decrease in gross profit | (8.8) | (22.9) | ||||||||||||
| Increase in general and administrative ("G&A") expenses | (4.8) | (7.9) | ||||||||||||
| Increase in interest expense, net | (2.4) | (2.0) | ||||||||||||
| Change in loss on extinguishment of debt | 0.0 | (0.9) | ||||||||||||
| Increase in closure and impairment charges | (0.2) | (6.2) | ||||||||||||
| Increase in amortization of intangible assets | (0.2) | (0.1) | ||||||||||||
| Decrease in income before income taxes | $ | (16.4) | $ | (39.9) | ||||||||||
Total gross profit for the three months ended September 30, 2025 decreased compared with the same period of the prior year due to company restaurant and franchise operations. The company restaurant operations gross profit decreased primarily due to the operation of the 59 Applebee's restaurants and ten IHOP restaurants acquired over the last 11 months. The franchise operations gross profit decreased primarily due to a lower number of effective franchise restaurants and decreases in IHOP and Fuzzy’s domestic franchise same-restaurant sales as well as a decrease in IHOP’s proprietary product gross profit, offset by a 3.1% increase in Applebee’s domestic franchise same-restaurant sales (see Franchise Operations section below for further details).
In addition, income before income taxes for the three months ended September 30, 2025 decreased compared with the prior year period primarily due to a decrease in gross profit, an increase in G&A expenses and an increase in interest expense in the current period. The increase in G&A expenses is primarily attributable to an increase in compensation-related expenses (predominantly incentive compensation) and an increase in travel and conference expenses. The increase in interest expense is primarily due to a refinancing transaction completed in June 2025.
Total gross profit for the nine months ended September 30, 2025 decreased compared with the same period of the prior year due to franchise, company restaurant and rental operations. The franchise operations gross profit decreased primarily due to a lower number of effective franchise restaurants and decreases in IHOP and Fuzzy’s domestic franchise same-restaurant sales as well as increases in bad debt expense and refranchising costs and a decrease in IHOP’s proprietary product gross profit, offset by a 1.9% increase in Applebee’s domestic franchise same-restaurant sales, an increase in termination fees and a decrease in franchisor advertising contribution (see Franchise Operations section below for further details). The company restaurant operations gross profit decreased primarily due to the operation of the 59 Applebee's restaurants and ten IHOP restaurants acquired over the last 11 months as mentioned above (see Franchise Operations section below for further details). Rental operations gross profit decreased primarily due to lease terminations and a decrease in percentage rent due to lower system sales.
In addition, income before income taxes for the nine months ended September 30, 2025 decreased compared with the prior year period due to a decrease in gross profit, an increase in G&A expenses, an increase in closure and impairment charges and an increase in interest expense. The increase in G&A expenses is primarily due to an increase in professional service and legal fees, an increase in travel and conference expenses and an increase in compensation-related expenses (predominantly incentive compensation offset by a decrease in severance expense) as well as costs related to company restaurant operations and our dual brand initiative, partially offset by a decrease in software maintenance costs. The increase in closure and impairment charges was primarily attributable to the strategic realignment of the IHOP Cincinnati market resulting in the acquisition and closure of certain IHOP restaurants in March 2025 and revisions to existing closure reserves. The increase in interest expense is primarily due to a refinancing transaction completed in June 2025.
31
Increases in commodity, labor and other restaurant operating costs experienced at restaurants owned and operated by our franchisees could impact us to the extent our franchisees are adversely impacted by a sustained decline in their operating margins. At company-owned restaurants, when applicable, increases in commodity, labor and other restaurant operating costs impact us directly.
See “Consolidated Results of Operations - Comparison of the Three and Nine Months Ended September 30, 2025 and 2024” for additional discussion of the changes shown above.
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 restaurants. Changes in both domestic same-restaurant sales and in the number of Applebee's, IHOP and Fuzzy's 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 and Fuzzy's restaurants, sales of proprietary products.
Our key performance indicators for the three and nine months ended September 30, 2025 were as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||||||||
| September 30, 2025 | September 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Applebee's | IHOP | Fuzzy's | Applebee's | IHOP | Fuzzy's | |||||||||||||||||||||||||||||||||
System-wide sales percentage increase (decrease) in reported retail sales - 2025 vs. 2024 | 0.7 | % | (1.5) | % | (6.5) | % | (0.2) | % | (2.3) | % | (13.6) | % | ||||||||||||||||||||||||||
| % Increase (decrease) in domestic system-wide same-restaurant sales | 3.1 | % | (1.5) | % | (1.5) | % | 1.9 | % | (2.2) | % | (8.7) | % | ||||||||||||||||||||||||||
Net franchise restaurant increase (reduction) (1) | (2) | 7 | (4) | (43) | (21) | (8) | ||||||||||||||||||||||||||||||||
Net decrease in total effective restaurants (2) | (60) | (12) | (11) | (49) | (7) | (13) | ||||||||||||||||||||||||||||||||
(1) Franchise and area license restaurant closings, net of openings, during the three and nine months ended September 30, 2025.
(2) Change in the weighted average number of franchise, area license and company-owned restaurants open during the three and nine months ended September 30, 2025, compared to the weighted average number of those open during the same periods of 2024.
The change in total effective restaurants for each brand reflects both permanent closures, net of openings, over the past 12 months as well as the weighted effect of restaurants temporarily closed during each period.
Applebee’s system-wide domestic same-restaurant sales increased 3.1% for the three months ended September 30, 2025 and 1.9% for the nine months ended September 30, 2025 as compared to the same periods of 2024. The increase in same-restaurant sales was due to an increase in traffic and average check.
32
Based on data from Black Box Intelligence, a restaurant sales reporting firm (“Black Box”), Applebee's increase in same-restaurant sales for the three and nine months ended September 30, 2025 underperformed the casual dining category of the restaurant industry (excluding Applebee's) as compared with the same respective periods of 2024.
| Applebee's Off-Premise Sales Data | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Off-premise sales (in millions) (1) | $ | 220.6 | $ | 208.9 | $ | 699.9 | $ | 672.2 | ||||||||||||||||||
| % sales mix | 22.9 | % | 21.7 | % | 22.8 | % | 21.8 | % | ||||||||||||||||||
(1) Primarily to-go, delivery and catering sales for comparable 2025 and 2024 restaurants.
IHOP's system-wide domestic same-restaurant sales decreased 1.5% for the three months ended September 30, 2025 as compared to the same period of 2024, primarily due to a decrease in average check. IHOP's system-wide domestic same-restaurant sales decreased 2.2% for the nine months ended September 30, 2025 as compared to the same period of 2024, primarily due to a decrease in average check, partially offset by an increase in traffic.
Based on data from Black Box, IHOP's same-restaurant sales for the three and nine months ended September 30, 2025 underperformed the family dining category of the restaurant industry (excluding IHOP) as compared with the same respective periods of 2024.
IHOP Off-Premise Sales Data | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Off-premise sales (in millions) (1) | $ | 147.7 | $ | 140.7 | $ | 447.8 | $ | 446.2 | ||||||||||||||||||
| % sales mix | 20.4 | % | 19.3 | % | 20.4 | % | 20.1 | % | ||||||||||||||||||
(1) Primarily to-go, delivery and catering sales for comparable 2025 and 2024 restaurants.
Quarterly Domestic Same-Restaurant Sales - Fuzzy's
Fuzzy's system-wide domestic same-restaurant sales decreased 1.5% for the three months ended September 30, 2025 and 8.7% for the nine months ended September 30, 2025 as compared to the same respective periods of 2024. The decrease in same-restaurant sales was primarily due to a decrease in traffic, partially offset by an increase in average check.
33
Restaurant Data
The following table sets forth the number of “Effective Restaurants” in the Applebee’s, IHOP and Fuzzy's 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 revenues of the Company. However, 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 are 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Applebee's Restaurant Data | ||||||||||||||||||||||||||
Global Effective Restaurants(a) | ||||||||||||||||||||||||||
| Franchise | 1,503 | 1,620 | 1,526 | 1,627 | ||||||||||||||||||||||
| Company | 57 | — | 52 | — | ||||||||||||||||||||||
| Total | 1,560 | 1,620 | 1,578 | 1,627 | ||||||||||||||||||||||
System-wide(b) | ||||||||||||||||||||||||||
Domestic sales percentage change(c) | 0.7 | % | (7.1) | % | (0.2) | % | (5.3) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change(d) | 3.1 | % | (5.9) | % | 1.9 | % | (4.1) | % | ||||||||||||||||||
Franchise(b), (e) | ||||||||||||||||||||||||||
Domestic sales percentage change(c) | (1.7) | % | (7.1) | % | (2.3) | % | (5.3) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change(d) | 3.1 | % | (5.9) | % | 2.0 | % | (4.1) | % | ||||||||||||||||||
| Average weekly domestic unit sales (in thousands) | $ | 52.6 | $ | 49.5 | $ | 55.1 | $ | 52.7 | ||||||||||||||||||
| IHOP Restaurant Data | ||||||||||||||||||||||||||
Global Effective Restaurants(a) | ||||||||||||||||||||||||||
| Franchise | 1,624 | 1,645 | 1,631 | 1,645 | ||||||||||||||||||||||
| Area license | 154 | 155 | 154 | 155 | ||||||||||||||||||||||
| Company | 10 | — | 8 | — | ||||||||||||||||||||||
| Total | 1,788 | 1,800 | 1,793 | 1,800 | ||||||||||||||||||||||
System-wide(b) | ||||||||||||||||||||||||||
Sales percentage change(c) | (1.5) | % | (1.6) | % | (2.3) | % | (0.5) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change, including area license restaurants(d) | (1.5) | % | (2.1) | % | (2.2) | % | (1.7) | % | ||||||||||||||||||
Franchise(b), (e) | ||||||||||||||||||||||||||
Sales percentage change(c) | (1.9) | % | (1.3) | % | (2.5) | % | (0.4) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change(d) | (1.4) | % | (1.9) | % | (2.1) | % | (1.7) | % | ||||||||||||||||||
| Average weekly unit sales (in thousands) | $ | 36.7 | $ | 37.0 | $ | 37.0 | $ | 37.7 | ||||||||||||||||||
Area License(b) | ||||||||||||||||||||||||||
Sales percentage change(c) | (2.8) | % | (3.8) | % | (3.8) | % | (1.6) | % | ||||||||||||||||||
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| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Fuzzy's Restaurant Data | ||||||||||||||||||||||||||
Global Effective Restaurants(a) | ||||||||||||||||||||||||||
| Franchise | 109 | 120 | 111 | 124 | ||||||||||||||||||||||
| Company | 1 | 1 | 1 | 1 | ||||||||||||||||||||||
| Total | 110 | 121 | 112 | 125 | ||||||||||||||||||||||
System-wide(b) | ||||||||||||||||||||||||||
Domestic sales percentage change(c) | (6.5) | % | (15.8) | % | (13.6) | % | (13.7) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change(d) | (1.5) | % | (9.6) | % | (8.7) | % | (8.9) | % | ||||||||||||||||||
Franchise(b) | ||||||||||||||||||||||||||
Domestic sales percentage change(c) | (6.5) | % | (15.8) | % | (13.6) | % | (13.3) | % | ||||||||||||||||||
Domestic same-restaurant sales percentage change(d) | (1.5) | % | (9.6) | % | (8.7) | % | (8.9) | % | ||||||||||||||||||
| Average weekly domestic unit sales (in thousands) | $ | 30.3 | $ | 29.4 | $ | 29.0 | $ | 30.0 | ||||||||||||||||||
(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, IHOP and Fuzzy's 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 and Fuzzy'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-owned Applebee's, IHOP and Fuzzy's 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, IHOP and Fuzzy's franchise restaurants, IHOP area license restaurants, and Applebee's, IHOP and Fuzzy's company-owned restaurants were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Reported sales (in millions) | ||||||||||||||||||||||||||
Applebee's franchise restaurant sales | $ | 988.4 | $ | 1,007.7 | $ | 3,148.5 | $ | 3,230.5 | ||||||||||||||||||
| Applebee's company-owned restaurants | 23.2 | — | 67.3 | — | ||||||||||||||||||||||
| IHOP franchise restaurant sales | 775.1 | 790.3 | 2,355.3 | 2,416.2 | ||||||||||||||||||||||
| IHOP area license restaurant sales | 69.5 | 71.4 | 215.8 | 224.4 | ||||||||||||||||||||||
| IHOP company-owned restaurants | 4.1 | — | 9.3 | — | ||||||||||||||||||||||
| Fuzzy's franchise restaurant sales | 42.8 | 45.8 | 125.2 | 144.9 | ||||||||||||||||||||||
| Fuzzy's company-owned restaurants | 0.3 | 0.3 | 0.7 | 0.9 | ||||||||||||||||||||||
| Total | $ | 1,903.4 | $ | 1,915.5 | $ | 5,922.1 | $ | 6,016.9 | ||||||||||||||||||
(c) “Sales percentage change” reflects, for each category of restaurants, the percentage change in sales in any given fiscal period compared to the prior year 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 year period, for domestic restaurants that have been operated during both 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.
(e) The franchise sales percentage change for 2025 was impacted by the acquisition of 47 Applebee's restaurants in November 2024, 10 IHOP restaurants in March 2025, and 12 Applebee's restaurants in May 2025 now reported as company-owned.
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| Restaurant Development Activity | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Applebee's | ||||||||||||||||||||||||||
| Summary - beginning of period: | ||||||||||||||||||||||||||
| Franchise | 1,514 | 1,625 | 1,567 | 1,642 | ||||||||||||||||||||||
| Company | 59 | — | 47 | — | ||||||||||||||||||||||
| Total Applebee's restaurants, beginning of period | 1,573 | 1,625 | 1,614 | 1,642 | ||||||||||||||||||||||
| Franchise restaurants opened: | ||||||||||||||||||||||||||
| Domestic | 1 | — | 2 | — | ||||||||||||||||||||||
| International | 2 | 4 | 2 | 9 | ||||||||||||||||||||||
| Total franchise restaurants opened | 3 | 4 | 4 | 9 | ||||||||||||||||||||||
| Franchise restaurants permanently closed: | ||||||||||||||||||||||||||
| Domestic | (4) | (9) | (38) | (25) | ||||||||||||||||||||||
| International | (1) | (2) | (9) | (8) | ||||||||||||||||||||||
| Total franchise restaurants permanently closed | (5) | (11) | (47) | (33) | ||||||||||||||||||||||
| Net franchise restaurant reduction | (2) | (7) | (43) | (24) | ||||||||||||||||||||||
| Franchise restaurants acquired by the Company | — | — | (12) | — | ||||||||||||||||||||||
| Net decrease in franchise restaurants | (2) | (7) | (55) | (24) | ||||||||||||||||||||||
| Summary - end of period: | ||||||||||||||||||||||||||
| Franchise | 1,512 | 1,618 | 1,512 | 1,618 | ||||||||||||||||||||||
| Company | 59 | — | 59 | — | ||||||||||||||||||||||
| Total Applebee's restaurants, end of period | 1,571 | 1,618 | 1,571 | 1,618 | ||||||||||||||||||||||
| Domestic | 1,465 | 1,511 | 1,465 | 1,511 | ||||||||||||||||||||||
| International | 106 | 107 | 106 | 107 | ||||||||||||||||||||||
| IHOP | ||||||||||||||||||||||||||
| Summary - beginning of period: | ||||||||||||||||||||||||||
| Franchise | 1,632 | 1,656 | 1,670 | 1,657 | ||||||||||||||||||||||
| Area license | 154 | 155 | 154 | 157 | ||||||||||||||||||||||
| Company | 10 | — | — | — | ||||||||||||||||||||||
| Total IHOP restaurants, beginning of period | 1,796 | 1,811 | 1,824 | 1,814 | ||||||||||||||||||||||
| Franchise/area license restaurants opened: | ||||||||||||||||||||||||||
| Domestic franchise | 9 | 4 | 18 | 14 | ||||||||||||||||||||||
| Domestic area license | — | — | 1 | 1 | ||||||||||||||||||||||
| International franchise | 5 | 2 | 9 | 11 | ||||||||||||||||||||||
| International area license | — | — | 1 | — | ||||||||||||||||||||||
| Total franchise/area license restaurants opened | 14 | 6 | 29 | 26 | ||||||||||||||||||||||
| Franchise/area license restaurants permanently closed: | ||||||||||||||||||||||||||
| Domestic franchise | (6) | (7) | (41) | (24) | ||||||||||||||||||||||
| Domestic area license | — | — | (2) | (3) | ||||||||||||||||||||||
| International franchise | (1) | (1) | (7) | (4) | ||||||||||||||||||||||
| International area license | — | — | — | — | ||||||||||||||||||||||
| Total franchise/area license restaurants permanently closed | (7) | (8) | (50) | (31) | ||||||||||||||||||||||
| Net franchise/area license restaurant addition (reduction) | 7 | (2) | (21) | (5) | ||||||||||||||||||||||
| Franchise restaurants acquired by the Company | — | — | (10) | — | ||||||||||||||||||||||
36
| Restaurant Development Activity | Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net increase (decrease) in franchise/area license restaurants | 7 | (2) | (31) | (5) | ||||||||||||||||||||||
| Summary - end of period: | ||||||||||||||||||||||||||
| Franchise | 1,639 | 1,654 | 1,639 | 1,654 | ||||||||||||||||||||||
| Area license | 154 | 155 | 154 | 155 | ||||||||||||||||||||||
| Company | 10 | — | 10 | — | ||||||||||||||||||||||
| Total IHOP restaurants, end of period | 1,803 | 1,809 | 1,803 | 1,809 | ||||||||||||||||||||||
| Domestic | 1,670 | 1,684 | 1,670 | 1,684 | ||||||||||||||||||||||
| International | 133 | 125 | 133 | 125 | ||||||||||||||||||||||
| Fuzzy's | ||||||||||||||||||||||||||
| Summary - beginning of period: | ||||||||||||||||||||||||||
| Franchise | 112 | 124 | 116 | 131 | ||||||||||||||||||||||
| Company | 1 | 1 | 1 | 1 | ||||||||||||||||||||||
| Total Fuzzy's restaurants, beginning of period | 113 | 125 | 117 | 132 | ||||||||||||||||||||||
| Franchise restaurants opened: | ||||||||||||||||||||||||||
| Domestic | — | 1 | 3 | 1 | ||||||||||||||||||||||
| Franchise restaurants permanently closed: | ||||||||||||||||||||||||||
| Domestic | (4) | (7) | (11) | (14) | ||||||||||||||||||||||
| Net franchise restaurant reduction | (4) | (6) | (8) | (13) | ||||||||||||||||||||||
| Summary - end of period: | ||||||||||||||||||||||||||
| Franchise | 108 | 118 | 108 | 118 | ||||||||||||||||||||||
| Company | 1 | 1 | 1 | 1 | ||||||||||||||||||||||
| Total Fuzzy's restaurants, end of period | 109 | 119 | 109 | 119 | ||||||||||||||||||||||
| Domestic | 109 | 119 | 109 | 119 | ||||||||||||||||||||||
| International | — | — | — | — | ||||||||||||||||||||||
The restaurant counts and activity presented above include 23 dual branded international and six dual branded domestic Applebee's and IHOP restaurants at September 30, 2025, and 13 dual branded international and no dual branded domestic Applebee's and IHOP restaurants at September 30, 2024, which are separately counted in each of our brands' restaurant counts and activity. Dual branded restaurants are defined as restaurants that reside in one location and operate two of our restaurant concepts under two separate franchise agreements.
The closures presented in the tables above represent permanent closures of restaurants. Temporary closures, which can occur for a variety of reasons, are not reflected as reductions in this table and are included in the summary counts at the beginning and end of each period shown. Temporary closures are reflected in the weighted calculation of Effective Restaurants presented in the preceding Restaurant Data table.
Closures of restaurants adversely impact our system-wide retail sales that drive our franchise royalty revenues as well as, in the case of IHOP and Fuzzy's restaurants, sales of proprietary products. Further, with certain restaurants, we own or lease the underlying property and sublease it to the applicable franchisee. Thus, our rental income also could be adversely affected due to the loss of such income, as well as our obligation to make rental or other payments for such properties.
37
CONSOLIDATED RESULTS OF OPERATIONS
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Events Impacting Comparability of Financial Information
Acquisition of Franchise Restaurants
During the three and nine months ended September 30, 2025, we owned 47 Applebee's restaurants across Georgia, Texas, Arkansas, Illinois, Kentucky, Tennessee, Mississippi and Missouri acquired in November 2024, 10 IHOP restaurants in Ohio and Kentucky in March 2025, and 12 Applebee's restaurants across Kentucky, Indiana, Arkansas and Oklahoma acquired in May 2025. Including our one Fuzzy's company-owned restaurant, our total number of company-owned restaurants represents 2% of total system restaurant count as of September 30, 2025. During the three and nine months ended September 30, 2024, we did not own any Applebee's or IHOP restaurants.
While we currently intend to own and operate these restaurants for the near term, we will assess and monitor opportunities to refranchise these restaurants under favorable circumstances. From time to time, we may acquire restaurants from franchisees for a variety of reasons which is consistent with, and should not be considered a change in, our business strategy to operate largely as a franchisor.
Financial Results
| Revenue | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Franchise operations | $ | 161.3 | $ | 166.4 | $ | (5.1) | $ | 502.3 | $ | 518.7 | $ | (16.4) | ||||||||||||||||||||||||||
| Rental operations | 27.0 | 28.0 | (1.0) | 81.2 | 86.5 | (5.3) | ||||||||||||||||||||||||||||||||
| Company restaurant operations | 27.5 | 0.3 | 27.2 | 77.3 | 0.8 | 76.5 | ||||||||||||||||||||||||||||||||
| Financing operations | 0.3 | 0.4 | (0.1) | 0.9 | 1.4 | (0.5) | ||||||||||||||||||||||||||||||||
| Total revenue | $ | 216.2 | $ | 195.1 | $ | 21.1 | $ | 661.7 | $ | 607.4 | $ | 54.3 | ||||||||||||||||||||||||||
| Change vs. prior year period | 10.8 | % | 8.9 | % | ||||||||||||||||||||||||||||||||||
Total revenue for the three and nine months ended September 30, 2025 increased compared with the same periods of the prior year, primarily due to the operation of 47 Applebee's restaurants acquired in November 2024 and ten IHOP restaurants acquired in March 2025 (and to a lesser extent for the nine-month period, 12 Applebee's restaurants acquired in May 2025), partially offset by the decreases in franchise and rental operations revenue. The decrease in franchise operations revenue was primarily attributable to the decreases in IHOP and Fuzzy's domestic same-restaurant sales, the decrease in the number of effective franchise restaurants and the decrease in proprietary product sales, partially offset by an increase in Applebee's domestic same-restaurant sales. Rental operations revenue for the three and nine months ended September 30, 2025 decreased compared with the same periods of the prior year, primarily due to operating lease terminations.
| Gross Profit | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Franchise operations | $ | 82.9 | $ | 86.6 | $ | (3.7) | $ | 256.2 | $ | 267.6 | $ | (11.4) | |||||||||||||||||||||||||||||
| Rental operations | 5.9 | 6.4 | (0.5) | 17.8 | 21.3 | (3.5) | |||||||||||||||||||||||||||||||||||
| Company restaurant operations | (4.5) | 0.0 | (4.5) | (7.6) | (0.1) | (7.5) | |||||||||||||||||||||||||||||||||||
| Financing operations | 0.2 | 0.3 | (0.1) | 0.8 | 1.2 | (0.4) | |||||||||||||||||||||||||||||||||||
| Total gross profit | $ | 84.6 | $ | 93.3 | $ | (8.8) | $ | 267.1 | $ | 290.0 | $ | (22.8) | |||||||||||||||||||||||||||||
| Change vs. prior year period | (9.4) | % | (7.9) | % | |||||||||||||||||||||||||||||||||||||
Total gross profit for the three months ended September 30, 2025 decreased compared with the same period of the prior year, primarily due to company restaurant and franchise operations. The company restaurant operations gross profit decreased primarily due to the operation of the 59 Applebee's restaurants and ten IHOP restaurants acquired over the last 11 months as mentioned above which the Company is investing. The franchise operations gross profit decreased primarily due to a lower number of effective franchise restaurants and decreases in IHOP and Fuzzy’s domestic franchise same-restaurant sales as well
38
as a decrease in IHOP’s proprietary product gross profit, offset by a 3.1% increase in Applebee’s domestic franchise same-restaurant sales (see Franchise Operations section below for further details).
Total gross profit for the nine months ended September 30, 2025 decreased compared with the same period of the prior year, primarily due to franchise operations, company restaurant and rental operations. The franchise operations gross profit decreased primarily due to a lower number of effective franchise restaurants and decreases in IHOP and Fuzzy’s domestic franchise same-restaurant sales as well as increases in bad debt expense and refranchising costs and a decrease in IHOP’s proprietary product gross profit, offset by a 1.9% increase in Applebee’s domestic franchise same-restaurant sales, an increase in termination fees and a decrease in franchisor advertising contribution (see Franchise Operations section below for further details). The company restaurant operations gross profit decreased primarily due to the operation of the 59 Applebee's restaurants and ten IHOP restaurants acquired over the last 11 months as mentioned above. The decrease in rental operations gross profit for the nine months ended September 30, 2025 was primarily due to decreased rental revenue as described above.
| Franchise Operations | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| (In millions, except number of restaurants) | ||||||||||||||||||||||||||||||||||||||
Effective Franchise Restaurants:(1) | ||||||||||||||||||||||||||||||||||||||
| Applebee’s | 1,503 | 1,620 | (117) | 1,526 | 1,627 | (101) | ||||||||||||||||||||||||||||||||
| IHOP | 1,778 | 1,800 | (22) | 1,785 | 1,800 | (15) | ||||||||||||||||||||||||||||||||
| Fuzzy's | 109 | 120 | (11) | 111 | 124 | (13) | ||||||||||||||||||||||||||||||||
| Franchise Revenues: | ||||||||||||||||||||||||||||||||||||||
| Applebee’s franchise fees | $ | 38.9 | $ | 40.1 | $ | (1.2) | $ | 125.6 | $ | 126.5 | $ | (0.9) | ||||||||||||||||||||||||||
| IHOP franchise fees | 51.8 | 53.4 | (1.6) | 156.9 | 163.1 | (6.2) | ||||||||||||||||||||||||||||||||
| Fuzzy's franchise fees | 2.3 | 3.1 | (0.8) | 7.5 | 9.6 | (2.1) | ||||||||||||||||||||||||||||||||
| Advertising fees | 68.2 | 69.8 | (1.6) | 212.2 | 219.6 | (7.4) | ||||||||||||||||||||||||||||||||
| Total franchise revenues | 161.3 | 166.4 | (5.1) | 502.3 | 518.7 | (16.4) | ||||||||||||||||||||||||||||||||
| Franchise Expenses: | ||||||||||||||||||||||||||||||||||||||
| Applebee’s | 1.7 | 0.7 | (1.0) | 7.7 | 0.7 | (7.0) | ||||||||||||||||||||||||||||||||
| IHOP | 8.1 | 8.9 | 0.8 | 25.2 | 27.6 | 2.4 | ||||||||||||||||||||||||||||||||
| Fuzzy's | 0.4 | 0.3 | (0.1) | 1.0 | 3.3 | 2.3 | ||||||||||||||||||||||||||||||||
| Advertising expenses | 68.2 | 69.8 | 1.6 | 212.2 | 219.6 | 7.4 | ||||||||||||||||||||||||||||||||
| Total franchise expenses | 78.5 | 79.7 | 1.3 | 246.1 | 251.2 | 5.1 | ||||||||||||||||||||||||||||||||
| Franchise Gross Profit: | ||||||||||||||||||||||||||||||||||||||
| Applebee’s | 37.2 | 39.4 | (2.1) | 117.9 | 125.8 | (7.9) | ||||||||||||||||||||||||||||||||
| IHOP | 43.8 | 44.5 | (0.7) | 131.7 | 135.5 | (3.8) | ||||||||||||||||||||||||||||||||
| Fuzzy's | 1.9 | 2.7 | (0.8) | 6.5 | 6.3 | 0.3 | ||||||||||||||||||||||||||||||||
| Total franchise gross profit | $ | 82.9 | $ | 86.6 | $ | (3.7) | $ | 256.1 | $ | 267.6 | $ | (11.5) | ||||||||||||||||||||||||||
Gross profit as % of franchise revenue (2) | 51.4 | % | 52.1 | % | 51.0 | % | 51.6 | % | ||||||||||||||||||||||||||||||
Gross profit as % of franchise fees (2)(3) | 89.0 | % | 89.7 | % | 88.3 | % | 89.4 | % | ||||||||||||||||||||||||||||||
_____________________________________________________
(1) Effective Franchise Restaurants are the weighted average number of franchise and area license restaurants open in each fiscal period, adjusted to account for restaurants open for only a portion of the period.
(2) Percentages calculated on actual amounts, not rounded amounts presented above.
(3) From time to time, advertising fee revenue may be different from advertising expenses in a given accounting period. Over the long term, advertising activity should not generate gross profit or loss.
Applebee's franchise fees revenue for the three months ended September 30, 2025 decreased 2.9% as compared with the same period of the prior year, primarily attributable to the unfavorable impact on royalties by a decrease in the number of effective franchise restaurants due in part to the acquisition of our Applebee's company restaurants, offset by a 3.1% increase in domestic franchise same-restaurant sales.
Applebee's franchise fees revenue for the nine months ended September 30, 2025 decreased 0.7% as compared with the same period of the prior year, primarily attributable to the unfavorable impact on royalties of a decrease in the number of effective franchise restaurants due in part to the acquisition of our Applebee's company restaurants and decreased collections
39
from international franchisees, offset by a 2.0% increase in domestic franchise same-restaurant sales and an increase in termination fees.
Applebee's franchise expenses for the three and nine months ended September 30, 2025 increased $1.0 million and $7.0 million, respectively, compared with the same periods of the prior year primarily due to an increase in bad debt expense mainly resulting from a recovery of bad debt expense in the same periods of the prior year as well as an increase in refranchising costs.
IHOP franchise fees revenue for the three months ended September 30, 2025 decreased 3.0% as compared with the same period of the prior year, primarily due to a decrease in proprietary product sales, the unfavorable impact on royalties of a 1.4% decrease in domestic franchise same-restaurant sales and a decrease in the number of effective franchise restaurants, partially offset by improved collections from international franchisees.
IHOP franchise fees revenue for the nine months ended September 30, 2025 decreased 3.8%, as compared with the same period of the prior year, primarily due to a decrease in the number of effective franchise restaurants, a 2.1% decrease in domestic franchise same-restaurant sales and a decrease in proprietary product sales, partially offset by an increase in termination fees.
IHOP franchise expense for the three months ended September 30, 2025 decreased $0.8 million as compared with the same period of the prior year, primarily due to a decrease in the cost of proprietary product sales and a decrease in bad debt expense.
IHOP franchise expenses for the nine months ended September 30, 2025 decreased $2.4 million as compared with the same period of the prior year, primarily due to a decrease in the cost of proprietary product sales and a decrease in franchisor advertising contribution.
Fuzzy's franchise fees revenue for the three months ended September 30, 2025 decreased $0.8 million as compared with the same period of the prior year, primarily due to the unfavorable impact on royalties of a 1.5% decrease in franchise same-restaurant sales, the decrease in the number of effective franchise restaurants and a decrease in termination fees.
Fuzzy's franchise fees revenue for the nine months ended September 30, 2025 decreased $2.1 million as compared with the same period of the prior year, primarily due to the unfavorable impact on royalties of an 8.7% decrease in franchise same-restaurant sales, a decrease in the number of effective franchise restaurants and a decrease in termination and franchisee IT support fees.
Fuzzy's franchise expenses for the three months ended September 30, 2025 increased $0.1 million as compared with the same period of the prior year primarily due to an increase in franchisee IT support costs.
Fuzzy's franchise expenses for the nine months ended September 30, 2025 decreased $2.3 million as compared with the same period of the prior year primarily due to a decrease in franchisor advertising contribution and a decrease in bad debt expense.
| Advertising Revenues and Expenses | Three Months Ended September 30, | Increase (Decrease) | Nine Months Ended September 30, | Increase (Decrease) | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| (In millions) | ||||||||||||||||||||||||||||||||||||||
| Applebee’s | $ | 39.8 | $ | 40.8 | $ | (1.0) | $ | 125.7 | $ | 130.3 | $ | (4.6) | ||||||||||||||||||||||||||
| IHOP | 27.6 | 28.1 | (0.5) | 84.1 | 86.4 | (2.3) | ||||||||||||||||||||||||||||||||
| Fuzzy's | 0.8 | 0.9 | (0.1) | 2.4 | 2.9 | (0.5) | ||||||||||||||||||||||||||||||||
| Total advertising revenues and expenses | $ | 68.2 | $ | 69.8 | $ | (1.6) | $ | 212.2 | $ | 219.6 | $ | (7.4) | ||||||||||||||||||||||||||
Advertising revenues and expenses for the three and nine months ended September 30, 2025 decreased compared to the same periods of the prior year primarily due to fewer effective franchise restaurants due in part to our acquisition of company restaurants (whose contributions to the respective brand's national advertising fund are reflected as company restaurant expenses instead of advertising revenue) and the decreases in IHOP and Fuzzy's domestic franchise same-restaurant sales, partially offset by the increase in Applebee's domestic franchise same-restaurant sales.
It is our accounting policy to recognize any deficiency in advertising fee revenue compared to advertising expenditure or any recovery of a previously recognized deficiency in advertising fee revenue compared to advertising expenditure in the fourth quarter of our fiscal year.
40
| Rental Operations | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Rental revenues | $ | 27.0 | $ | 28.0 | $ | (1.0) | $ | 81.2 | $ | 86.5 | $ | (5.3) | |||||||||||||||||||||||||||||
| Rental expenses | 21.1 | 21.6 | 0.5 | 63.4 | 65.2 | 1.8 | |||||||||||||||||||||||||||||||||||
| Rental operations gross profit | $ | 5.9 | $ | 6.4 | $ | (0.4) | $ | 17.8 | $ | 21.3 | $ | (3.5) | |||||||||||||||||||||||||||||
Gross profit as % of rental revenue (1) | 22.0 | % | 22.8 | % | 21.9 | % | 24.6 | % | |||||||||||||||||||||||||||||||||
___________________________________________________
(1) Percentages calculated on actual amounts, not rounded amounts presented above.
Rental operations relate primarily to IHOP franchise restaurants. Rental income includes sublease revenue from operating leases and interest income from real estate leases. Rental expenses are costs of prime operating leases and interest expense on prime finance leases.
Rental operations gross profit for the three months ended September 30, 2025 decreased as compared to the same period of the prior year, primarily due to operating lease terminations.
Rental operations gross profit for the nine months ended September 30, 2025 decreased as compared to the same period of the prior year, primarily due to lease terminations and a decrease in percentage rent due to lower system sales.
| Company Restaurant and Financing Operations | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
Company Restaurant Operations | ||||||||||||||||||||||||||||||||||||||
| Company restaurant sales | $ | 27.5 | $ | 0.3 | $ | 27.2 | $ | 77.3 | $ | 0.8 | $ | 76.5 | ||||||||||||||||||||||||||
| Company restaurant expenses | 32.0 | 0.3 | (31.7) | 84.9 | 0.9 | (84.0) | ||||||||||||||||||||||||||||||||
Total company restaurants operations | $ | (4.5) | $ | 0.0 | $ | (4.5) | $ | (7.6) | $ | (0.1) | $ | (7.5) | ||||||||||||||||||||||||||
Financing Operations | ||||||||||||||||||||||||||||||||||||||
| Financing revenues | $ | 0.3 | $ | 0.4 | $ | (0.1) | $ | 0.9 | $ | 1.4 | $ | (0.5) | ||||||||||||||||||||||||||
| Financing expenses | 0.1 | 0.1 | 0.0 | 0.2 | 0.2 | 0.0 | ||||||||||||||||||||||||||||||||
Total financing operations | $ | 0.2 | $ | 0.3 | $ | (0.1) | $ | 0.7 | $ | 1.2 | $ | (0.5) | ||||||||||||||||||||||||||
As discussed under "Events Impacting Comparability of Financial Information," company restaurant operations for the nine months ended September 30, 2025 included 47 Applebee's restaurants acquired in November 2024, 10 IHOP restaurants acquired in March 2025, 12 Applebee's restaurants acquired in May 2025, and one Fuzzy's restaurant. Company restaurant operations for the nine months ended September 30, 2024 included one Fuzzy's restaurant. There were no acquired restaurant expenses during the nine months ended September 30, 2024.
Financing revenues primarily consist of interest income from the financing of IHOP equipment leases and franchise fees as well as interest income on notes receivable due from franchisees. Financing expenses are sales and use taxes related to IHOP equipment leases. Financing revenue and gross profit for the three and nine months ended September 30, 2025 declined compared to the same period of the prior year, primarily due to progressive decline in interest income as note balances are repaid.
| G&A Expenses | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Total G&A expenses | $ | 50.2 | $ | 45.4 | $ | (4.8) | $ | 152.3 | $ | 144.4 | $ | (7.9) | |||||||||||||||||||||||||||||
G&A expenses for the three months ended September 30, 2025 increased 10.6% compared to the same period of the prior year, primarily due to an increase in compensation-related expenses (predominantly incentive compensation), an increase in travel and conference expenses and an increase in professional service and legal fees. Included in G&A expenses are costs related to company restaurant operations as well as dual brand and remodel initiatives.
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G&A expenses, including costs related to company restaurant operations, for the nine months ended September 30, 2025 increased 5.4% compared to the same period of the prior year, primarily due to an increase in professional service and legal fees, an increase in travel and conference expenses and an increase in compensation-related expenses (predominantly incentive compensation offset by a decrease in severance expense) as well as costs related to company restaurant operations and our dual brand initiatives, partially offset by a decrease in software maintenance costs.
Other Income and Expense Items | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Interest expense, net | $ | 20.8 | $ | 18.4 | $ | (2.4) | $ | 56.3 | $ | 54.3 | $ | (2.0) | |||||||||||||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | 0.9 | — | (0.9) | |||||||||||||||||||||||||||||||||||
| Closure and impairment charges | 0.6 | 0.4 | (0.2) | 7.6 | 1.4 | (6.2) | |||||||||||||||||||||||||||||||||||
| Amortization of intangible assets | 2.9 | 2.7 | (0.2) | 8.3 | 8.2 | (0.1) | |||||||||||||||||||||||||||||||||||
| Loss (gain) on disposition of assets | 0.0 | 0.0 | 0.0 | (0.1) | (0.1) | 0.0 | |||||||||||||||||||||||||||||||||||
| Total other income and expenses | $ | 24.3 | $ | 21.5 | $ | (2.8) | $ | 73.0 | $ | 63.8 | $ | (9.2) | |||||||||||||||||||||||||||||
Interest expense, net
Interest expense, net for the three and nine months ended September 30, 2025 increased compared to the same periods of the prior year, primarily due to the refinancing transaction of the Series 2025-1 Fixed Rate Senior Secured Notes, partially offset by a decrease in interest rates on our Credit Facility.
The Company repaid the entire outstanding balance of approximately $594.0 million of its 2019 Class A-2-II Notes during the nine months ended September 30, 2025 and recognized a $0.9 million loss on extinguishment of debt from the write-off of the related remaining issuance costs.
Closure and impairment charges
Closure and impairment charges for the three months ended September 30, 2025 increased $0.2 million compared to the same period of the prior year primarily attributable to revisions to existing closure reserves for IHOP restaurants closed prior to 2025.
Closure and impairment charges for the nine months ended September 30, 2025 increased $6.2 million compared to the same period of the prior year primarily attributable to the strategic realignment of the IHOP Cincinnati market resulting in the acquisition and closure of certain IHOP restaurants in March 2025 and revisions to existing closure reserves including accretion.
| Income Taxes | Three Months Ended September 30, | Favorable (Unfavorable) Variance | Nine Months Ended September 30, | Favorable (Unfavorable) Variance | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||
| (In millions) | |||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | 10.1 | $ | 26.5 | $ | (16.4) | $ | 41.8 | $ | 81.7 | $ | (39.9) | |||||||||||||||||||||||||||||
| Income tax provision | $ | 2.7 | $ | 7.4 | $ | 4.7 | $ | 12.5 | $ | 22.0 | $ | 9.5 | |||||||||||||||||||||||||||||
| Effective tax rate | 27.2 | % | 28.0 | % | 0.8 | % | 29.8 | % | 26.9 | % | (2.9) | % | |||||||||||||||||||||||||||||
Our income tax provision or benefit will vary from period to period in our normal course of business for two reasons: a change in income before income taxes and a change in the effective tax rate. Changes in our income before income taxes were addressed in the preceding sections of “Consolidated Results of Operations - Comparison of the Three and Nine Months Ended September 30, 2025 and 2024."
Our effective tax rate for the three months ended September 30, 2025 was comparable to the prior year period. Our effective tax rate for the nine months ended September 30, 2025 was higher than the rate of the prior comparable period primarily due to a lower tax deduction related to stock-based compensation, resulting from the changes in our share price.
The One Big Beautiful Bill Act ("OBBBA") was enacted on July 4, 2025. The OBBBA amends U.S. tax law, including provisions related to bonus depreciation, research and development expensing, and interest expense deduction, among other provisions. The Company has incorporated the effects of the enacted provisions into its financial statements for the third quarter of 2025. These provisions are expected to reduce cash taxes for 2025, with no material impact on the effective tax rate.
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Liquidity and Capital Resources
Key provisions of our long-term debt potentially impacting liquidity are summarized below. See Note 7 — Long-Term Debt, of the Notes to Condensed Consolidated Financial Statements, for additional detail on long-term debt, including the balances outstanding at September 30, 2025 and 2024. We believe that our unrestricted cash and cash equivalents on hand, cash flow from operations and the borrowing capacity available under our Credit Facility will provide us with adequate liquidity for at least the next twelve months.
Instruments
Our long-term debt includes two series of fixed rate senior secured notes, the Series 2023-1 7.824% Fixed Rate Senior Secured Notes, Class A-2 in an initial aggregate principal amount of $500 million (the “2023 Class A-2 Notes”) and the Series 2025-1 6.720% Fixed Rate Senior Secured Notes, Class A-2 in an initial aggregate principal amount of $600 million (the "2025 Class A-2 Notes" and, together with the 2023 Class A-2 Notes, the "Class A-2 Notes").
Our long-term debt also includes a revolving financing facility, the 2025-1 Variable Funding Senior Notes, Class A-1 (the “Credit Facility”) that allows for drawings up to $325 million of variable funding notes on a revolving basis and the issuance of letters of credit.
Maturity
The final maturity of the 2023 Class A-2 Notes is in March 2053, but it is anticipated that, unless repaid earlier, to the extent permitted under the Indenture, the 2023 Class A-2 Notes will be repaid in June 2029.
The final maturity of the 2025 Class A-2 Notes is in June 2055, but it is anticipated that, unless repaid earlier, the 2025 Class A-2 Notes will be repaid in June 2030.
The renewal date of the Credit Facility is June 2030, subject to two additional one-year extensions at the option of the Company upon the satisfaction of certain conditions.
Payment of Principal and Interest
While the Class A-2 Notes are outstanding, payment of principal and interest is required to be made on the Class A-2 Notes on a quarterly basis. The payment of principal on the Class A-2 Notes may be suspended when the leverage ratio for the Company and its subsidiaries is less than or equal to 5.25x. As of September 30, 2025, our leverage ratio was approximately 4.58x. Therefore, quarterly principal payments are not required.
Exceeding the leverage ratio of 5.25x does not violate any covenant related to the Class A-2 Notes.
On February 16, 2023, the Company's Board of Directors authorized a debt repurchase program of up to $100 million. Repurchases of the Company’s debt, if any, are expected to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption. Under the authorization, the Company may make repurchases of the Company's debt from time to time in the open market or in privately negotiated transactions upon such terms and at such prices as management may determine.
Make-whole Premiums
We may voluntarily repay the Class A-2 Notes at any time; however, if repaid prior to certain dates we would be required to pay make-whole premiums. As of September 30, 2025, the make-whole premium associated with voluntary prepayment of the 2023 Class A-2 Notes was approximately $20.9 million. As of September 30, 2025, the make-whole premium associated with the voluntary prepayment of the 2025 Class A-2 Notes was approximately $40.6 million. We also would be subject to a make-whole premium in the event of a mandatory prepayment required following certain rapid amortization events or certain asset dispositions. The mandatory make-whole premium requirements are considered derivatives embedded that must be bifurcated for separate valuation. We estimated the fair value of these derivatives to be immaterial as of September 30, 2025, based on the probability-weighted discounted cash flows associated with either event.
Covenants and Restrictions
Our long-term debt is subject to a series of covenants and restrictions customary for transactions of this type, including maintenance of a debt service coverage ratio ("DSCR"). In general, the DSCR ratio is net cash flow for the four quarters preceding the calculation date divided by the total debt service payments of the preceding four quarters. The complete definitions of the DSCR and all calculation elements are contained in the indenture, and subsequent amendments thereto, under which the Class A-2 Notes were issued.
Failure to maintain a prescribed DSCR can trigger the following events:
•DSCR less than 1.75x - Cash Trapping Event
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•DSCR less than 1.20x - Rapid Amortization Event
•Interest-only DSCR less than 1.20x - Manager Termination Event
•Interest-only DSCR less than 1.10x - Default Event
Our DSCR for the reporting period ended September 30, 2025 was approximately 3.1x.
Credit Facility
In June 2025, the Co-Issuers entered into the Credit Facility that allows for drawings up to $325 million of variable funding notes on a revolving basis and the issuance of letters of credit. The applicable interest rate under the Credit Facility depends on the type of borrowing by the Co-Issuers. The applicable interest rate for advances is generally calculated at a per annum rate equal to the commercial paper funding rate or one-, two-, three- or six-month Secured Overnight Financing Rate (“SOFR”), in either case, plus 2.50%. The applicable interest rate for swingline advances and unreimbursed draws on outstanding letters of credit is a per annum base rate equal to the sum of (a) the greatest of (i) the prime rate in effect from time to time; (ii) the federal funds rate in effect from time to time plus 0.50%; and (iii) SOFR for a one-month tenor in effect at such time plus 0.50% plus (b) 2.00%.
As of September 30, 2025, the outstanding balance of the Credit Facility was $100 million. The amount of $0.6 million was pledged against the Credit Facility for outstanding letters of credit, leaving $224.4 million of the Credit Facility available for borrowing at September 30, 2025. It is anticipated that any principal and interest on the Credit Facility outstanding will be repaid in full on or prior to the quarterly payment date in June 2030, subject to two additional one-year extensions at the option of the Company upon the satisfaction of certain conditions. The letters of credit are used primarily to satisfy insurance-related collateral requirements. The weighted average interest rate on Credit Facility borrowings for the period outstanding during the nine months ended September 30, 2025 was 6.85%.
Capital Allocation
Dividends
Dividends declared and paid per share for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Dividends declared per common share | $ | 0.51 | $ | 0.51 | $ | 1.53 | $ | 1.53 | |||||||||||||||||||||
| Dividends paid per common share | $ | 0.51 | $ | 0.51 | $ | 1.53 | $ | 1.53 | |||||||||||||||||||||
During the nine months ended September 30, 2025 and 2024, the Company paid dividends of $23.6 million and $23.5 million, respectively.
On September 4, 2025, the Board of Directors declared a third quarter 2025 cash dividend of $0.51 per share of common stock, paid on October 8, 2025 to the stockholders of record as of the close of business on September 19, 2025.
On May 14, 2025, the Board of Directors declared a second quarter 2025 cash dividend of $0.51 per share of common stock, paid on July 9, 2025 to the stockholders of record as of the close of business on June 20, 2025.
On February 21, 2025, the Board of Directors declared a first quarter 2025 cash dividend of $0.51 per share of common stock, paid on April 4, 2025 to the stockholders of record as of the close of business on March 17, 2025.
On November 22, 2024, the Board of Directors declared a fourth quarter 2024 cash dividend of $0.51 per share of common stock, paid on January 7, 2025 to the stockholders of record as of the close of business on December 20, 2024.
Stock Repurchases
On February 17, 2022, the Company's Board of Directors authorized a new share repurchase program, effective April 1, 2022, of up to $250 million (the “2022 Repurchase Program”).
During the nine months ended September 30, 2025, the Company repurchased 1,299,440 shares of common stock at a cost of $30.1 million. Cumulatively, the Company has repurchased 3,164,839 shares at a cost of $146.9 million under the 2022 Repurchase Program.
From time to time, we also repurchase shares owned and tendered by employees to satisfy tax withholding obligations on the vesting of restricted stock awards. Shares are deemed purchased at the closing price of our common stock on the vesting date. See Part II, Item 2 for detail on this stock repurchase activity during the nine months ended September 30, 2025.
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Cash Flows
In summary, our cash flows for the nine months ended September 30, 2025 and 2024 were as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Net cash provided by operating activities | $ | 83.3 | $ | 77.7 | $ | 5.6 | ||||||||||||||
| Net cash used in investing activities | (15.8) | (0.7) | (15.1) | |||||||||||||||||
| Net cash used in financing activities | (65.0) | (42.5) | (22.5) | |||||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | $ | 2.5 | $ | 34.5 | $ | (32.0) | ||||||||||||||
Operating Activities
Cash provided by operating activities is primarily driven by revenues earned and collected from our franchisees, and profit from our rental operations, financing operations and our company-owned restaurants. Cash provided by operating activities increased $5.6 million during the nine months ended September 30, 2025 compared to the same period of the prior year. This increase was primarily attributable to a favorable increase in working capital mainly resulting from a shift in timing of income tax payments postponed due to wildfire relief and of interest payments postponed in connection with the June 2025 debt refinancing, partially offset by a decrease in gross segment profit and higher G&A expenses as discussed in the preceding sections of this MD&A.
Investing Activities
Investing activities used net cash of $15.8 million for the nine months ended September 30, 2025 compared to $0.7 million for the nine months ended September 30, 2024. The increase in net cash used was primarily attributable to an increase in additions to property and equipment, including capital investments in company-owned restaurants and a decrease in principal receipts from notes and equipment contracts receivables compared to the same period of the prior year.
Financing Activities
Financing activities used net cash of $65.0 million for the nine months ended September 30, 2025 compared to $42.5 million for the nine months ended September 30, 2024. The change in cash used by financing activities was primarily due to the repayment of long-term debt, an increase in common stock repurchases compared to the same period of the prior year and the payment of debt issuance costs offset by the proceeds from issuance of long-term debt during the nine months ended September 30, 2025.
Adjusted Free Cash Flow
We define “adjusted free cash flow” for a given period as cash provided by operating activities, plus receipts from notes and equipment contract receivables, less additions to property and equipment. Management uses this liquidity measure in its periodic assessment of, among other things, payment of cash dividends on 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.
Adjusted free cash flow is a non-U.S. GAAP measure. This non-U.S. GAAP measure is not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-U.S. GAAP measures should be considered in addition to, and not as a substitute for, the U.S. GAAP information contained within our financial statements. Reconciliation of the cash provided by operating activities to adjusted free cash flow is as follows:
| Nine Months Ended September 30, | ||||||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||||||
| (In millions) | ||||||||||||||||||||
| Cash flows provided by operating activities | $ | 83.3 | $ | 77.7 | $ | 5.6 | ||||||||||||||
| Principal receipts from notes and equipment contracts | 6.2 | 10.4 | (4.2) | |||||||||||||||||
| Additions to property and equipment | (21.3) | (10.3) | (11.0) | |||||||||||||||||
| Adjusted free cash flow | $ | 68.2 | $ | 77.8 | $ | (9.6) | ||||||||||||||
Adjusted free cash flow for the nine months ended September 30, 2025 decreased $9.6 million compared to the same period of the prior year primarily due to an increase in additions to property and equipment as the Company invests in its
45
company-owned restaurants and a decrease in principal receipts from notes and equipment contracts, partially offset by higher cash flows from operating activities as discussed in the preceding section of this MD&A.
Contractual Obligations and Commitments
There were no material changes to the contractual obligations as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. We continually review the estimates and underlying assumptions to ensure they are appropriate for the circumstances. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from our estimates.
A summary of our critical accounting policies and estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies or in our critical accounting estimates.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
There were no material changes from the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. Legal Proceedings.
We are 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. We are required 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 our litigation are expensed as such fees and expenses are incurred. Management regularly assesses our insurance deductibles, analyzes litigation information with our attorneys and evaluates our loss experience in connection with pending legal proceedings. While we do not presently believe that any of the legal proceedings to which we are currently a party will ultimately have a material adverse impact on us, there can be no assurance that we will prevail in all the proceedings we are party to, or that we will not incur material losses from them.
Item 1A. Risk Factors.
There are no material changes from the risk factors set forth under Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
| Purchases of Equity Securities by the Company | ||||||||||||||||||||||||||
| Period | Total number of shares (a) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs (b) | Approximate dollar value of shares that may yet be purchased under the plans or programs (b) | ||||||||||||||||||||||
| June 30, 2025 - July 27, 2025 | 172 | $ | 23.61 | — | $ | 125,667,000 | ||||||||||||||||||||
| July 28, 2025 - August 24, 2025 | 280 | 21.29 | 375,792 | $ | 117,668,000 | |||||||||||||||||||||
| August 25, 2025 - September 28, 2025 | 77 | 23.63 | 613,870 | $ | 103,164,000 | |||||||||||||||||||||
| 529 | $ | 22.74 | 989,662 | |||||||||||||||||||||||
(a) These amounts include shares owned and tendered by employees to satisfy tax withholding obligations arising upon vesting of restricted stock awards. Shares so surrendered by the participants are repurchased by us pursuant to the terms of the plan and the applicable individual award agreements under which the shares were issued and not pursuant to publicly announced repurchase authorizations.
(b) On February 17, 2022, the Company's Board of Directors authorized a share repurchase program, effective April 1, 2022, of up to $250 million (the “2022 Repurchase Program”). The 2022 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.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
Securities Trading Plans of Directors and Executive Officers
During the fiscal quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
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Item 6. Exhibits.
| *31.1 | ||||||||
| *31.2 | ||||||||
| *32.1 | ||||||||
| *32.2 | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Schema Document.*** | |||||||
| 101.CAL | Inline XBRL Calculation Linkbase Document.*** | |||||||
| 101.DEF | Inline XBRL Definition Linkbase Document.*** | |||||||
| 101.LAB | Inline XBRL Label Linkbase Document.*** | |||||||
| 101.PRE | Inline XBRL Presentation Linkbase Document.*** | |||||||
| 104 | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
* Filed herewith.
** The certifications attached as Exhibits 32.1 and 32.2 accompany this Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
*** Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 and 104 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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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.
| Dine Brands Global, Inc. (Registrant) | |||||||||||
| Dated: | 5th day of November, 2025 | By: | /s/ John W. Peyton | ||||||||
John W. Peyton Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Dated: | 5th day of November, 2025 | By: | /s/ Vance Y. Chang | ||||||||
Vance Y. Chang Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Dated: | 5th day of November, 2025 | By: | /s/ Allison Hall | ||||||||
Allison Hall Chief Accounting Officer (Principal Accounting Officer) | |||||||||||
49
Exhibit 31.1
Certification Pursuant to
Rule 13a-14(a) of the
Securities Exchange Act of 1934, As Amended
I, John W. Peyton, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Dine Brands Global, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | 5th day of November, 2025 | /s/ John W. Peyton | ||||||
John W. Peyton Chief Executive Officer (Principal Executive Officer) | ||||||||
Exhibit 31.2
Certification Pursuant to
Rule 13a-14(a) of the
Securities Exchange Act of 1934, As Amended
I, Vance Y. Chang, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Dine Brands Global, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: | 5th day of November, 2025 | /s/ Vance Y. Chang | ||||||
Vance Y. Chang Chief Financial Officer (Principal Financial Officer) | ||||||||
Exhibit 32.1
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Dine Brands Global, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the 5th day of November, 2025 (the “Report”), John W. Peyton, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | 5th day of November, 2025 | /s/ John W. Peyton | ||||||
John W. Peyton Chief Executive Officer (Principal Executive Officer) | ||||||||
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent the Company expressly and specifically incorporates it by reference in such filing.
Exhibit 32.2
Certification Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Dine Brands Global, Inc. (the “Company”) for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on the 5th day of November, 2025 (the “Report”), Vance Y. Chang, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: | 5th day of November, 2025 | /s/ Vance Y. Chang | ||||||
Vance Y. Chang Chief Financial Officer (Principal Financial Officer) | ||||||||
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent the Company expressly and specifically incorporates it by reference in such filing.