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United States securities and exchange commission logo
September 18, 2023
Vance Chang
Chief Financial Officer
Dine Brands Global, Inc.
450 North Brand Boulevard
Glendale, CA 91203
Re: Dine Brands Global,
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed March 1, 2023
Form 10-Q for the
Fiscal Quarter Ended June 30, 2023
Filed August 3,
2023
File No. 001-15283
Dear Vance Chang:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Events Impacting Comparability of Financial Information, page 32
1. Your CFO discussed in
your earnings call for the fourth quarter of 2022 that "Applebee's
and IHOP experienced
18% and 21% inflation for the year, respectively" and
your IHOP franchisees
"continue to deal with more elevated inflationary pressures." It
appears from earnings
calls regarding fiscal 2023 results inflation continues to impact
these franchises,
including development activity. However, there were not disclosures
in your 2022 Form 10-K
or 2023 Form 10-Q's regarding these inflation impacts. To the
extent material, please
disclose in your annual and interim period filings the impact of
inflationary pressures
on food costs and restaurant development for Applebee's and IHOP
franchises. Also,
discuss actions taken or planned to mitigate inflationary pressures.
Vance Chang
Dine Brands Global, Inc.
September 18, 2023
Page 2
Refer to Item 303(b)(2)(i) and (ii) of Regulation S-K.
Liquidity and Capital Resources of the Company
Cash Flows
Operating Activities, page 48
2. Your analysis refers to noncash items, accrued employee incentive
compensation and
marketing accruals in the explanation of the decrease in cash provided
by operating
activities in fiscal 2022 compared to fiscal 2021. Note references to
these items may not
provide a sufficient basis to understand how operating cash actually
was affected between
periods without further context, particularly in regard to noncash
items that do not appear
to affect cash. Please refer to the introductory paragraph of section
IV.B and B.1 of
Release No. 33-8350 for guidance on the analysis of operating cash
flows and revise your
disclosure as appropriate. Also, discuss the reason for the cited
difference in timing of
payments of advertising that affected operating cash in each period.
Further, you cite a
decrease in income taxes paid, but it does not appear to be a primary
driver in the change
in your operating cash flows between the noted periods. Please ensure
to discuss all
material items that affected operating cash flows from period to
period, including material
changes within operating cash flows that offset one another. Refer to
Item 303(b) of
Regulation S-K.
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Three and Six Months Ended June 30, 2023 and 2022
Franchise Operations, page 33
3. During your earnings call for the second quarter of 2023, the CFO stated
that due to
underperforming restaurants you are "now expecting 25 to 35 net fewer
Applebee s
locations in 2023, down from 10 to 20 net fewer locations previously
expected." Please
disclose if this change in Applebee's restaurant development activities
is a known trend or
uncertainty that is reasonably likely to have a material impact on
franchise fee revenue
and income from operations in fiscal year 2023. Additionally, clarify
for us and disclose
to the extent material the impact on Applebee's franchise fee revenue
and expenses
FirstName LastNameVance Chang
regarding the refranchising of 69 Applebee's company-operated
restaurants in October
Comapany
2022NameDine
as well as Brands Global, Inc.
the net decrease of 17 in Applebee's locations during
the first six months
of 2023.
September Refer
18, 2023 to the
Page 2 instructions to Item 303(c) of Regulation S-K.
FirstName LastName
Vance Chang
FirstName LastNameVance
Dine Brands Global, Inc. Chang
Comapany 18,
September NameDine
2023 Brands Global, Inc.
September
Page 3 18, 2023 Page 3
FirstName LastName
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services