-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LRKUKveFgVT/+lNr6U7R8otZXXQ7HS+KN2NGt2c6ME8ITCXOXB4aePekO/ae+ls7 fgdhGAp2Fp1cyuNsgMoa8g== 0000950168-96-001164.txt : 19960701 0000950168-96-001164.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950168-96-001164 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960628 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLAGSTAR COMPANIES INC CENTRAL INDEX KEY: 0000852772 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133487402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18051 FILM NUMBER: 96588261 BUSINESS ADDRESS: STREET 1: 203 E MAIN ST CITY: SPARTANBURG STATE: SC ZIP: 29319 BUSINESS PHONE: 8035978700 MAIL ADDRESS: STREET 1: 203 EAST MAINE STREET CITY: SPARTANBURG STATE: SC ZIP: 29319 FORMER COMPANY: FORMER CONFORMED NAME: TW HOLDINGS INC DATE OF NAME CHANGE: 19920703 10-K/A 1 FLAGSTAR COMPANIES 10-K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ............................................................................. FORM 10-K/A AMENDMENT NO. 1 ............................................................................. Annual Report Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 FLAGSTAR COMPANIES, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 13-3487402 (State of Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 203 EAST MAIN STREET SPARTANBURG, SOUTH CAROLINA 29319-9966 (Address of Principal Executive Offices) (864) 597-8000 (Registrant's telephone number, including area code) Explanatory Note: This Amendment No. 1 to the Annual Report on Form 10-K of the above-referenced registrant is being filed pursuant to Rule 15d-21 of the Commission solely to furnish the financial statements required by Form 11-K with respect to the Flagstar Thrift Plan and the Denny's, Inc. Profit Sharing Retirement Plan. The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for 1995 on Form 10-K as set forth in the pages attached hereto: Part II, Item 8. Financial Statements and Supplemental Data. Part IV, Item 14. Exhibits, Financial Statement Schedules, and reports on Form 8-K. Exhibit 23.1. Consent of Deloitte & Touche LLP pursuant to Note to Required Information of Form 11-K. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. FLAGSTAR COMPANIES, INC. (Registrant) DATE: June 28, 1996 ------------------------------------------ BY: /s/ Rhonda J. Parish Vice President, General Counsel and Secretary Part II, Item 8. Financial Statements and Supplemental Data of the Annual Report for 1995 on Form 10-K is hereby amended to include the following: FINANCIAL STATEMENTS OF FORM 11-K ANNUAL REPORT Filed pursuant to Rule 15d-21 promulgated under Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1995 Full title of the plans and the address of the plans, if different from that of the issuer named below: 1. FLAGSTAR THRIFT PLAN 2. DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN C/O DENNY'S, INC. 203 EAST MAIN STREET SPARTANBURG, SOUTH CAROLINA 29319-9966 Name of the issuer of the securities held pursuant to the plans and the address of its principal executive offices: FLAGSTAR COMPANIES, INC. 203 EAST MAIN STREET SPARTANBURG, SOUTH CAROLINA 29319-9966 Part IV, Item 14 (a) (1) of the Annual Report on Form 10-K for the period ended December 31, 1995 is amended to insert the following financial statements required by Form 11-K, copies of which are filed herewith: 1. Flagstar Thrift Plan Financial Statements at December 31, 1995 and 1994 and for Each of the Three Years in the Period ended December 31, 1995, Supplemental Schedules for the Year Ended December 31, 1995 and Independent Auditors' Report. 2. Denny's, Inc. Profit Sharing Retirement Plan Financial Statements at December 31, 1995 and 1994 and for Each of the Three Years in the Period ended December 31, 1995, Supplemental Schedules for the Year Ended December 31, 1995 and Independent Auditors' Report. Part IV, Item 14 (a) (3) and the Exhibit Index of the Annual Report on Form 10-K for the period ended December 31, 1995 are amended to insert the following exhibit required by Form 11-K in appropriate numerical order, a copy of which is filed herewith. Exhibit No. Description 23.1 Consent of Deloitte & Touche LLP pursuant to Note to Required Information of Form 11-K. FLAGSTAR THRIFT PLAN Financial Statements at December 31, 1995 and 1994 and for each of the Three Years in the Period Ended December 31, 1995, Supplemental Schedules for the Year Ended December 31, 1995, and Independent Auditors' Report. FLAGSTAR THRIFT PLAN TABLE OF CONTENTS
Pages INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995, 1994 and 1993 3 Notes to Financial Statements 4-9 SUPPLEMENTAL SCHEDULES: IRS Form 5500, Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 10 IRS Form 5500, Item 27d - Schedule of Reportable Transactions (Single and Aggregate Transactions) for the Year Ended December 31, 1995 11-15
NOTE: Schedules required under the Employee Retirement Income Security Act of 1974, other than the schedules listed above, are omitted because of the absence of conditions under which such schedules are required. INDEPENDENT AUDITORS' REPORT To the Administrative Committee Flagstar Thrift Plan: We have audited the accompanying financial statements of net assets available for benefits of the Flagstar Thrift Plan (the "Plan") as of December 31, 1995 and 1994 and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. As discussed in Note 2 to the financial statements, in 1993 the Plan changed its method of accounting for benefits payable to participants who have withdrawn from participation in the Plan. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the foregoing Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statement and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/ Deloitte & Touch LLP June 20, 1996 - 1 - FLAGSTAR THRIFT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994 1995 1994 ---------------------------- ASSETS: Investments $49,223,805 $63,145,941 ----------- ------------ Receivables: Employer's contribution 185,743 243,482 Participants' contributions 123,404 168,224 Accrued income 71,780 135,539 ----------- ----------- Total Receivables 380,927 547,245 ----------- ----------- Cash and Cash Equivalents 2,012,904 10,791,531 ----------- ----------- TOTAL ASSETS 51,617,636 74,484,717 ----------- ----------- LESS - ACCRUED LIABILITIES: 122,611 151,055 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $51,495,025 $74,333,662 =========== =========== See notes to financial statements. - 2 - FLAGSTAR THRIFT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993 ------------ ------------- ------------- Increase in net assets: INVESTMENT INCOME: Net (depreciation) appreciation in fair value of investments $(1,291,039) $ (2,630,739) $ (3,067,360) Interest income 2,758,474 4,087,850 4,251,321 Dividend income 3,305,469 862,145 1,491,440 --------- ------------- ------------ Investment income, net 4,776,787 2,319,256 2,675,401 CONTRIBUTIONS: Employer 1,292,158 2,048,595 2,364,196 Participants 2,841,109 4,473,768 6,058,275 ------------ ------------ ------------- Total contributions 4,133,267 6,522,363 8,422,471 ------------ ------------ ------------- TRANSFERS FROM DENNY'S PROFIT SHARING RETIREMENT PLAN -- -- 5,369 ------------ ------------ ------------- TOTAL INCREASE IN NET ASSETS 8,910,054 8,841,619 11,103,241 ------------ ------------ ------------- Decrease in net assets: DISTRIBUTIONS TO PARTICIPANTS (31,461,507) (11,983,361) (7,334,238) ADMINISTRATIVE EXPENSES (287,184) (306,278) (492,784) ------------ ------------ ------------- TOTAL DECREASE IN NET ASSETS (31,748,691) (12,289,639) (7,827,022) ------------ ------------ ------------- NET INCREASE (DECREASE) IN NET ASSETS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (22,838,637) (3,448,020) 3,276,219 CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE -- -- 609,985 ------------ ------------ ------------- NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (22,838,637) (3,448,020) 3,886,204 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 74,333,662 77,781,682 73,895,478 ------------ ------------ ------------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 51,495,025 $ 74,333,662 $ 77,781,682 ============ ============ ============
See notes to financial statements. - 3 - FLAGSTAR THRIFT PLAN NOTES TO FINANCIAL STATEMENTS, FOR THE THREE YEARS ENDED DECEMBER 31, 1995 1. DESCRIPTION OF THE PLAN The following description of the Flagstar Thrift Plan ("Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan provisions. a.General - The Flagstar Thrift Plan (the "Plan"), formerly the Thrift Plan for Noncontract Employees of TW Services, Inc., is a qualified deferred compensation plan, subject to the Employee Retirement Income Security Act of 1974. Participants may contribute 1% to 10% of their salaries on a weekly basis, with annual limitations of $9,240 in 1995, $9,240 in 1994, and $8,994 in 1993. Any nonhighly compensated salaried employee of Flagstar Corporation (Flagstar, the "Company" and the Plan's Administrator) and Flagstar Systems, Inc. (Spartan) who has attained age 21 and has completed twelve months of service with the Company is eligible to participate in the Plan. Prior to May 6, 1994, any salaried employee of Canteen Corporation and, prior to November 30, 1994, any salaried employee of TW Recreational Services, Inc. (TWRS) could participate in the Plan in accordance with the same eligibility requirements. The Flagstar Thrift Plan Committee and the Plan Administrator control and manage the operation and administration of the Plan. NationsBank serves as the Trustee of the Plan. Effective June 17, 1994 (the "Transition Date"), IM Vending Inc., Canteen Corporation and the subsidiaries of Canteen Corporation, (collectively, the "Canteen Group") were sold to an entity outside of the Flagstar Corporation controlled group. Effective May 6, 1994, employees classified as Canteen Group employees were no longer eligible to become participants in the Plan. Effective as of the Transition Date and thereafter, the Canteen Group is not a Plan Sponsor or participating employer under the Plan and active employees of the Canteen Group as of the Transition Date were not permitted to make pre-tax deferral contributions under the Plan or eligible to receive employer contributions under the Plan. In accordance with the Plan provisions, Canteen Group employees were given the right to elect to receive a lump sum distribution of their entire Pre-Tax Account as of the Transition Date, receive distribution of the Pre-Tax Account when he or she separates from service with the Canteen Group, or postpone distribution of the account if their account balance did not exceed $3,500 as of the Transition Date. As of December 31, 1995, and 1994, Canteen Group employee participant account balances included in the net assets available for benefits of the Plan were approximately $9,260,544 and $17,535,859, respectively. Effective December 12, 1995 and December 31, 1995 ("Transition Dates"), TW Recreational Services, Inc. (TWRS) and Volume Services, Inc. (VS) were sold to entities outside of the Flagstar Corporation controlled group. Effective December 31, 1995, employees classified as VS employees were no longer eligible to become participants in the Plan. Effective as of the respective Transition Dates and thereafter, TWRS and VS are not Plan Sponsors or participating employers under the Plan and active employees of TWRS and VS as of the Transition Dates were not permitted to make pre-tax deferral contributions under the Plan or eligible to receive employer contributions under the Plan. - 4 - In accordance with the Plan provisions, TWRS and VS employees were given the right to elect to receive a lump sum distribution of their entire Pre-Tax Account as of the Transition Dates or receive distribution of their Pre-Tax Accounts when they separate from service with TWRS or VS. b.Contributions and Withdrawals - Pre-tax contribution deductions are limited to 10% of eligible compensation, or $9,240 in 1995, $9,240 in 1994, and $8,994 in 1993, whichever is less. After-tax contributions are limited to 10% of each employee's eligible compensation, however, no after-tax contribution can be made by an employee in any month in which the employee makes a pre-tax contribution. The Company contributes an amount equal to 25% of each participating employee's after-tax contributions, and 25% of employee pre-tax contributions up to 6% of such employee's compensation, plus 75% for the first $500 per year of employee pre-tax contributions. These Company contributions are made to the Plan monthly and are invested to mirror the employee election. Contributions to the Plan can be invested in 25% increments in any combination of five funds chosen by the participants: Employee Interest Fund, Employee Government Bond Fund, Employee Dreyfus Fund, Employee Explorer Fund, and Flagstar Companies Employee Stock Fund. Contributions are temporarily invested in short-term money market deposits and/or commercial paper until employee elections are executed. The Employee Interest Fund consists of insurance contracts that provide fixed interest rates on the Fund investments. The Dreyfus Equity Fund and Explorer Equity Fund are mutual equity funds that provide dividends and gains/losses as the market fluctuates. The Flagstar Companies Employee Stock Fund is invested in Flagstar Companies, Inc. common stock which also generates gains/losses as the market fluctuates, but in no event may more than 25% of the participating employees contribution for any pay period be invested in the Company's common stock. Participants may change or transfer their investment options quarterly. A participating employee, however, may not transfer amounts to the Company stock fund to exceed 25% of his or her total investment in the Plan. Contributions to the Plan are not taxable to a participant when contributed. Similarly, the earnings on the participant's account are not taxable when earned. However, any withdrawal from the Plan is taxable to the participant in the year of the withdrawal. c.Vesting and Participant Accounts - All Company contributions vest immediately to the employees. A separate account is maintained for each Plan participant. The account balances for Plan participants are adjusted periodically as follows: a) Monthly for contributions and participant withdrawals. b) Monthly for a pro rata share or income, gains and losses on investments and expenses, determined by the relative percentage of the participant's average account balance in comparison to the total average account balance of all participants' accounts. d.Termination - In accordance with the Company's rights under the Plan, the Company has discontinued its contributions for fiscal year 1996. Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, each participant automatically becomes fully vested to the extent of the balance in the participant's separate account after reflection of the fund's activity to the date of such termination. - 5 - 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a.Basis of Accounting - The financial statements of the Plan are presented on the accrual basis of accounting. b.Investment Valuation - In May 1994, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" which requires defined contribution plans to report investment contracts with fully benefit-responsive features (as defined in the SOP) at contract value and other investment contracts at fair value. The Company adopted the SOP as of January 1, 1995, and as the investment contracts were determined to be fully benefit-responsive, investments in insurance contracts and synthetic insurance contracts are valued at contract value, which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses. In accordance with Financial Accounting Standards Board Statement No. 107 (FASB 107), "Disclosures about Fair Value of Financial Instruments," the fair value of the insurance contracts and synthetic insurance contracts are disclosed in footnote 7. The fair value is based on the discounted future cash flows of the respective investments. Investments in money market deposits and commercial paper are carried at cost, which approximates market. Investments in marketable equity securities and mutual equity funds are carried at their quoted market price as of the valuation date. Synthetic insurance contracts operate similarly to other guaranteed investment contracts except that the assets are placed in a trust (with ownership by the Plan) rather than a separate account of the issuer and a financially responsible third party (i.e., an insurance company) issues a "wrapper" contract that provides that participants can, and must, execute Plan transactions at contract value. c.Transfers from Other Benefit Plans - During 1993 and 1992 a number of participants in the Denny's Inc. Profit Sharing Retirement Plan (Denny's Plan) became salaried employees of Flagstar Corporation, Canteen (through May 6, 1994) or Spartan. As a result, the account balances of these participants in the Denny's Plan were transferred to the Plan. d.Administrative Expenses - Administrative expenses of the Plan are paid by the Plan and allocated to participant accounts. e.Benefits Payable - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a deferred contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1995 and 1994, benefits of $699,737 and $15,381,241, respectively, were due to participants who have withdrawn from participation in the Plan (including balances of employees of Canteen who have elected to withdraw their balances in the Plan - see Note 1). f.Cash and Cash Equivalents - The Plan considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents typically represent money market funds. - 6 - g.Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS The net (depreciation) appreciation including investments bought, sold, and held, by type of security, during the years ended December 31, 1995, 1994, and 1993 is summarized as follows:
1995 1994 1993 --------------------------------------------- Flagstar Companies, Inc. Common Stock $(1,370,589) $ (858,863) $ (3,110,586) Government Bond Fund 224,634 (467,398) 50 Interest Fund - insurance contracts -- 68,729 78,371 Vanguard Explorer Equity Fund 673,893 (227,383) 105,075 Dreyfus Equity Fund (818,977) (1,145,824) (140,270) $(1,291,039) $(2,630,739) $(3,067,360)
4. PARTICIPANTS As of December 31, 1995, 1994, and 1993 there were approximately 2,800, 3,500 and 4,400 participants, respectively in the Plan out of the total eligible participants of approximately 3,250, 4,600 and 7,700, respectively. 5. PARTICIPANT LOANS Participants may borrow up to the lesser of 50% of the vested portion of their account balance, or the amount of $50,000 less the highest outstanding loan balance during the prior 12 month period. The minimum loan amount is $1,000 and each employee can have only one loan outstanding at any time. The Plan documents indicate that a reasonable borrowing rate will be assessed, typically evidenced by the prime rate charged by the Plan's trustee. The participant also bears any loan administration costs incurred. Loans are repaid through payroll deductions in equal installments with the loan terms ranging from 6 to 54 months. Loan repayments cannot exceed 30% of the participant's salary. If an employee who has a loan outstanding terminates employment, no benefits will be paid from the Plan to the participant until the outstanding loan balance and accrued interest is paid in full. Loans outstanding at December 31, 1995 have a range of interest rates from 8.5% to 9.0%. 6. TAX STATUS The Plan obtained its latest determination letter on September 20, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator believes that the Plan was qualified and the related trust was tax exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan's financial statements. - 7 - 7. INVESTMENTS
1995 Carrying 1995 Fair 1994 Carrying Description Value Value Value Flagstar Companies, Inc. Common Stock $ 1,067,209 $ 1,067,209 $ 2,674,956 United States Government Notes and Bonds: 7.00% due April 15, 1999 525,310 525,310 484,530 6.75% due May 31, 1997 510,310 510,310 488,830 8.625% due October 15, 1995 -- -- 303,186 7.875% due July 15, 1996 304,032 304,032 301,218 8.00% due August 15, 1999 217,312 217,312 201,156 8.00% due January 15, 1997 205,468 205,468 201,032 7.875% due January 15, 1998 315,234 315,234 300,375 6.375% due July 15, 1999 259,022 259,022 236,210 6.00% due November 30, 1997 253,673 253,673 238,398 5.125% due March 31, 1998 249,570 249,570 230,860 5.50% due April 15, 2000 252,070 252,070 224,882 3,092,001 3,092,001 3,210,677 NationsBank Short - Intermediate Government Fund 223,298 223,298 1,920,493 Total 3,315,299(2) 3,315,299(2) 5,131,170(2) Mutual Funds: Dreyfus Equity Fund 9,959,891(2) 9,959,891(2) 12,060,887(2) Vanguard Explorer Equity Fund 4,343,104(2) 4,343,104(2) 5,637,577(2) Total 14,302,995 14,302,995 17,698,464 Interest Fund: Insurance Contracts: Great West Life Assurance Co. 9.20% due April 30, 1996 2,030,464 2,056,831 3,718,799 Mutual Life Insurance Co. of NY 9.72% due April 30, 1995 -- -- 5,983,113 New York Life Ins. Co. 7.35% due May 7, 1997 7,594,256(2) 7,542,371(2) 7,154,051(2) Principal Mutual Life Insurance Co. 9.00% due April 30, 1996 899,007 911,129 1,652,745 Principal Mutual Life Insurance Co. 9.72% due April 30, 1996 8,496,315(2) 8,630,752(2) 7,752,066(2) 19,020,042 19,141,083 26,260,774 Synthetic Insurance Contract: People's Security Life Insurance 5.9346% due April 30, 1998 US Govt. and Agency Issuances 5,029,228 5,029,228 7,388,162 Asset Backed Securities 3,382,384 3,382,384 817,912 Cash and Cash Equivalents 1,145,362 1,145,362 336,028 Wrapper Contract 312,278 236,914 817,208 9,869,252 9,793,888 9,359,310 Total 28,889,294 28,934,971 35,620,084 Loans To Participants 1,649,008(1) 1,649,008(1) 2,021,267(1) TOTAL INVESTMENTS $ 49,223,805 $ 49,269,482 $ 63,145,941
(1) Represents estimated fair value of loans to participants (2) Represents Plan investments which exceeded 5% of net assets available as of December 31, 1995 and 1994. - 8 - 8. FUND INFORMATION Participant contributions, employer contributions, distributions to participants and investment income/dividends by fund are as follow for the year ended December 31, 1995: Participant Contributions: Interest Fund $ 1,272,599 Government Bond Fund 286,327 Dreyfus Equity Fund 601,241 Vanguard Explorer Fund 326,742 Flagstar Companies, Inc. common stock 354,200 ----------- Total $ 2,841,109 =========== Employer Contributions: Interest Fund $ 585,499 Government Bond Fund 137,369 Dreyfus Equity Fund 267,386 Vanguard Explorer Fund 138,742 Flagstar Companies, Inc. common stock 163,162 ----------- Total $ 1,292,158 =========== Distributions to Participants: Interest Fund $19,533,346 Government Bond Fund 2,647,382 Dreyfus Equity Fund 5,399,386 Vanguard Explorer Fund 2,964,831 Flagstar Companies, Inc. common stock 916,564 ----------- Total $31,461,509 =========== Investment Income/Dividends: Interest Fund $ 2,412,931 Government Bond Fund 255,806 Dreyfus Equity Fund 2,966,651 Vanguard Explorer Fund 338,818 Flagstar Companies, Inc. common stock 3,883 Loans to Participants 89,737 ----------- Total $ 6,067,826 =========== - 9 - FLAGSTAR THRIFT PLAN IRS FORM 5500, ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
Shares, Units Carrying Description or Par Value Cost Value Flagstar Companies, Inc. Common Stock 341,507 $ 4,178,633 $ 1,067,209 United States Government Notes and Bonds: 7.00% due April 15, 1999 500,000 500,781 525,310 6.75% due May 31, 1997 500,000 503,125 510,310 7.875% due July 15, 1996 300,000 298,219 304,032 8.00% due August 15, 1999 200,000 210,313 217,312 8.00% due January 15, 1997 200,000 211,813 205,468 7.875% due January 15, 1998 300,000 315,750 315,234 6.375% due July 15, 1999 250,000 261,953 259,022 6.00% due November 30, 1997 250,000 258,984 253,673 5.125% due March 31, 1998 250,000 249,570 249,570 5.50% due April 15, 2000 250,000 249,023 252,070 3,059,531 3,092,001 NationsBank Short - Intermediate Government Fund 53,677 221,321 223,298 Total 3,280,852 3,315,299 Mutual Funds: Dreyfus Equity Fund 955,844 11,360,972 9,959,891 Vanguard Explorer Equity Fund 86,949 3,443,003 4,343,104 Total 14,803,975 14,302,995 Interest Fund: Insurance Contracts: Great West Life Assurance Co. 9.20% due April 30, 1996 2,030,464 2,030,464 New York Life Ins. Co. 7.35% due May 7, 1997 7,594,256 7,594,256 Principal Mutual Life Insurance Co. 9.00% due April 30, 1996 899,007 899,007 Principal Mutual Life Insurance Co. 9.72% due April 30, 1996 8,496,315 8,496,315 19,020,042 19,020,042 Synthetic Insurance Contracts: People's Security Life Insurance 5.9346% due April 30, 1998 9,869,252 9,869,252 Total 28,889,294 28,889,294 Loans To Participants 1,649,008(1) 1,649,008(1) TOTAL INVESTMENTS $52,801,762 $49,223,805
(1) Represents estimated fair value of loans to participants. - 10 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - SINGLE TRANSACTIONS 1/01/95 THROUGH 12/29/95 FLAGSTAR THRIFT PLAN
TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS PRIME FUND TRUST A SHARES SAL 03/31/95 -6,178,778.170 6,178,778.17 .00 .00 -6,178,778.17 6,178,778.17 .00 PUR 05/31/95 5,718,419.740 5,718,419.74 .00 .00 5,718,419.74 5,718,419.74 .00 MUTUAL LIFE INSURANCE CO OF NEW YORK GIC #MM71283 9.72% DUE 04/30/95 SAL 04/28/95 -6,117,728.330 6,117,728.33 .00 .00 -6,117,728.33 6,117,728.33 .00 1 PURCHASES FOR 5,718,419.74 2 SALES FOR 12,296,506.50 ISSUE AGGREGATE TOTAL 18,014,926.24
- 11 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 FLAGSTAR THRIFT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS CASH RESERVES CASH RESERVES) PUR 10/31/95 230,260.040 230,260.04 .00 .00 230,260.04 230,260.04 .00 PUR 10/31/95 248,417.220 248,417.22 .00 .00 248,417.22 248,417.22 .00 PUR 10/31/95 2,941,933.380 2,941,933.38 .00 .00 2,941,933.38 2,941,933.38 .00 SAL 11/30/95 -1,016,615.230 1,016,615.23 .00 .00 -1,016,615.23 1,016,615.23 .00 PUR 11/30/95 1.740 1.74 .00 .00 1.74 1.74 .00 SAL 11/30/95 -235,685.300 235,685.30 .00 .00 -235,685.30 235,685.30 .00 SAL 11/30/95 -192,292.260 192,292.26 .00 .00 -192,292.26 192,292.26 .00 SAL 12/29/95 -10,657.160 10,657.16 .00 .00 -10,657.16 10,657.16 .00 SAL 12/29/95 -6,585.560 6,585.56 .00 .00 -6,585.56 6,585.56 .00 SAL 12/29/95 -285,434.030 285,434,03 .00 .00 -285,434.03 285,434.03 .00 4 PURCHASES FOR 3,420,612.38 6 SALES FOR 1,747,269.54 ISSUE AGGREGATE TOTAL 5,167,881.92 DREYFUS FD INC SAL 01/10/95 -83,727.234 1,009,750.44 .00 .00 -1,027,489.00 998,865.90 10,884.54 PUR 01/18/95 5,876.378 72,044.40 .00 .00 72,044.40 72,044.40 .00 SAL 01/30/95 -108,745.328 1,317,993.38 .00 .00 -1,334,499.45 1,297,557.76 20,435.62 PUR 03/06/95 5,996.887 75,800.65 .00 .00 75,800.65 75,800.65 .00 SAL 04/05/95 -1,153.846 15,000.00 .00 .00 -14,165.76 13,778.26 1,221.74 SAL 04/21/95 -70,099.923 912,000.00 .00 .00 -860,793.69 837,074.52 74,925.48 SAL 04/26/95 -2,281.369 30,000.00 .00 .00 -28,014.13 27,242.20 2,757.80 PUR 05/08/95 7,128.515 95,308.25 .00 .00 95,308.25 95,308.25 .00 PUR 05/15/95 7,334.941 99,021.70 .00 .00 99,021.70 99,021.70 .00 SAL 05/23/95 -23,449.297 316,800.00 .00 .00 -288,452.55 280,666.35 36,133.65 SAL 05/30/95 -17,529.586 237,000.00 .00 .00 -215,633.50 209,812.90 27,187.10 PUR 06/13/95 6,637.827 89,942.56 .00 .00 89,942.56 89,942.56 .00 PUR 06/14/95 4,358.174 59,619.82 .00 .00 59,619.82 59,619.82 .00 SAL 06/15/95 -15,982.469 218,800.00 .00 .00 -196,909.16 191,680.64 27,119.36 SAL 06/26/95 -715.820 10,000.00 .00 .00 -8,819.13 8,584.96 1,415.04 PUR 06/30/95 12,310.734 166,687.34 .00 .00 166,687.34 166,687.34 .00 PUR 06/30/95 2,956.727 40,034.08 .00 .00 40,034.08 40,034.08 .00 PUR 07/06/95 6,143.398 84,225.99 .00 .00 84,225.99 84,225.99 .00 SAL 07/12/95 -23,681.917 326,100.00 .00 .00 -292,627.19 285,101.25 40,998.75 SAL 07/25/95 -1,083.032 15,000.00 .00 .00 -13,382.56 13,038.38 1,961.62 SAL 08/02/95 -16,702.664 232,000.00 .00 .00 -206,387.59 201,079.60 30,920.40 PUR 08/17/95 9,662.627 133,634.13 .00 .00 133,634.13 133,634.13 .00 SAL 08/18/95 -1,083.815 15,000.00 .00 .00 -13,413.74 13,073.95 1,926.05 SAL 08/31/95 -20,782.042 287,000.00 .00 .00 -257,207.07 250,691.63 36,308.37 PUR 09/20/95 7,292.753 102,536.11 .00 .00 102,536.11 102,536.11 .00
- 12 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 FLAGSTAR THRIFT PLAN
PREVIOUS BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF ANNUAL NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET MARKET GAIN/LOSS DREYFUS FD INC SAL 09/29/95 -11,713.666 162,000.00 .00 .00 -145,177.73 141,622.03 20,377.97 PUR 09/29/95 2,807.617 38,660.88 .00 .00 38,660.88 38,660.88 .00 PUR 10/16/95 17,142.490 233,994.99 .00 .00 233,994.99 233,994.99 .00 SAL 10/31/95 -17,629.407 235,000.00 .00 .00 -219,126.27 213,808.06 21,191.94 PUR 11/09/95 5,195.182 70,602.52 .00 .00 70,602.52 70,602.52 .00 SAL 11/15/95 -2,581.121 35,000.00 .00 .00 -32,104.54 31,331.69 3,668.31 SAL 11/30/95 -8,827.074 124,020.39 .00 .00 -109,793.06 107,150.02 16,870.37 PUR 12/14/95 7,048.580 100,442.27 .00 .00 100,442.27 100,442.27 .00 PUR 12/29/95 46,201.905 479,113.76 .00 .00 479,113.76 479,113.76 .00 PUR 12/29/95 211,591.307 2,194,201.85 .00 .00 2,194,201.85 2,194,201.85 .00 PUR 12/29/95 3,682.760 38,190.22 .00 .00 38,190.22 38,190.22 .00 18 PURCHASES FOR 4,174,061.52 18 SALES FOR 5,498,464.21 ISSUE AGGREGATE TOTAL 9,672,525.73 NATIONS PRIME FUND TRUST A SHARES PUR 01/31/95 818,591.640 818,591.64 .00 .00 818,591.64 818,591.64 .00 PUR 01/31/95 14,099.700 14,099.70 .00 .00 14,099.70 14,099.70 .00 SAL 01/31/95 -3,589.030 3,589.03 .00 .00 -3,589.03 3,589.03 .00 SAL 01/31/95 -86,109.910 86,109.91 .00 .00 -86,109.91 86,109.91 .00 PUR 01/31/95 60,539.580 60,539.58 .00 .00 60,539.58 60,539.58 .00 PUR 01/31/95 1,318,999.560 1,318,999.56 .00 .00 1,318,999.56 1,318,999.56 .00 SAL 01/31/95 -3,268,672.490 3,268,672.49 .00 .00 -3,268,672.49 3,268,672.49 .00 SAL 01/31/95 -80.390 80.39 .00 .00 -80.39 80.39 .00 PUR 02/28/95 149.600 149.60 .00 .00 149.60 149.60 .00 PUR 02/28/95 24,209.750 24,209.75 .00 .00 24,209.75 24,209.75 .00 SAL 02/28/95 -6,478.490 6,478.49 .00 .00 -6,478.49 6,478.49 .00 PUR 02/28/95 462,138.210 462,136.21 .00 .00 462,138.21 462,138.21 .00 SAL 02/28/95 -45,535.210 45,535.21 .00 .00 -45,535.21 45,535.21 .00 PUR 02/28/95 251,541.030 251,541.03 .00 .00 251,541.03 251,541.03 .00 PUR 02/28/95 14,952.350 14,952.35 .00 .00 14,952.35 14,952.35 .00 SAL 02/28/95 -3,635.200 3,635.20 .00 .00 -3,635.20 3,635.20 .00 SAL 03/31/95 -824,882.430 824,882.43 .00 .00 -824,882.43 824,882.43 .00 SAL 03/31/95 -3,283.620 3,283.62 .00 .00 -3,283.62 3,283.62 .00 SAL 03/31/95 -256,672.240 256,672.24 .00 .00 -256,672.24 256,672.24 .00 SAL 03/31/95 -20,740.710 20,740.71 .00 .00 -20,740.71 20,740.71 .00 SAL 03/31/95 -1,291,979.390 1,291,979.39 .00 .00 -1,291,979.39 1,291,979.39 .00 SAL 03/31/95 -6,178,778.170 6,178,778.17 .00 .00 -6,178,778.17 6,178,778.17 .00 PUR 03/31/95 3,449.910 3,449.91 .00 .00 3,449.91 3,449.91 .00 PUR 04/30/95 4,721.810 4,721.81 .00 .00 4,721.81 4,721.81 .00
- 13 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 FLAGSTAR THRIFT PLAN
PREVIOUS BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF ANNUAL NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET MARKET GAIN/LOSS NATIONS PRIME FUND SAL 04/30/95 -794,146.820 794,146.82 .00 .00 -794,146.82 794,146.82 .00 TRUST A SHARES SAL 04/30/95 -14,858.000 14,858.00 .00 .00 -14,858.00 14,858.00 .00 PUR 04/30/95 231,416.260 231,416.26 .00 .00 231,416.26 231,416.26 .00 SAL 04/30/95 -17,615.850 17,615.85 .00 .00 -17,615.85 17,615.85 .00 SAL 04/30/95 -13,477.060 13,477.06 .00 .00 -13,477.06 13,477.06 .00 PUR 04/30/95 2,040.160 2,040.16 .00 .00 2,040.16 2,040.16 .00 PUR 05/31/95 11,503.720 11,503.72 .00 .00 11,503.72 11,503.72 .00 SAL 05/31/95 -26,307.430 26,307.43 .00 .00 -26,307.43 26,307.43 .00 PUR 05/31/95 58,485.080 58,485.08 .00 .00 58,485.08 58,485.08 .00 SAL 05/31/95 -767,616.820 767,616.82 .00 .00 -767,616.82 767,616.82 .00 PUR 05/31/95 13,587.810 13,587.81 .00 .00 13,587.81 13,587.81 .00 PUR 05/31/95 5,718,419.740 5,718,419.74 .00 .00 5,718,419.74 5,718,419.74 .00 SAL 05/31/95 -5,258.760 5,258.76 .00 .00 -5,258.76 5,258.76 .00 PUR 06/30/95 33,523.850 33,523.85 .00 .00 33,523.85 33,523.85 .00 SAL 06/30/95 -582.640 582.64 .00 .00 -582.64 582.64 .00 SAL 06/30/95 -18,737.140 18,737.14 .00 .00 -18,737.14 18,737.14 .00 PUR 06/30/95 132,796.530 132,796.53 .00 .00 132,796.53 132,796.53 .00 SAL 06/30/95 -68,055.030 68,055.03 .00 .00 -68,055.03 68,055.03 .00 SAL 06/30/95 -16,861.110 16,861.11 .00 .00 -16,861.11 16,861.11 .00 SAL 06/30/95 -16,844.950 16,844.95 .00 .00 -16,844.95 16,844.95 .00 SAL 07/31/95 -11,683.900 11,683.90 .00 .00 -11,683.90 11,683.90 .00 PUR 07/31/95 28,460.570 28,460.57 .00 .00 28,460.57 28,460.57 .00 PUR 07/31/95 81,456.840 81,456.84 .00 .00 81,456.84 81,456.84 .00 PUR 07/31/95 64,117.860 64,117.86 .00 .00 64,117.86 64,117.86 .00 SAL 07/31/95 -1,524.160 1,524.16 .00 .00 -1,524.16 1,524.16 .00 SAL 07/31/95 -574,548.110 574,548.11 .00 .00 -574,548.11 574,548.11 .00 SAL 07/31/95 -2,253.950 2,253.95 .00 .00 -2,253.95 2,253.95 .00 SAL 08/31/95 -225.970 225.97 .00 .00 -225.97 225.97 .00 SAL 08/31/95 -894,075.270 894,075.27 .00 .00 -894,075.27 894,075.27 .00 PUR 08/31/95 288,061.190 288,061.19 .00 .00 288,061.19 288,061.19 .00 SAL 08/31/95 -59,562.410 59,562.41 .00 .00 -59,562.41 59,562.41 .00 PUR 08/31/95 35,170.120 35,170.12 .00 .00 35,170.12 35,170.12 .00 PUR 08/31/95 92,212.420 92,212.42 .00 .00 92,212.42 92,212.42 .00 PUR 08/31/95 150,429.080 150,429.08 .00 .00 150,429.08 150,429.08 .00 SAL 09/30/95 -89,425.770 89,425.77 .00 .00 -89,425.77 89,425.77 .00 SAL 09/30/95 -46,609.710 46,609.71 .00 .00 -46,609.71 46,609.71 .00 PUR 09/30/95 10,662.570 10,662.57 .00 .00 10,662.57 10,662.57 .00
- 14 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 FLAGSTAR THRIFT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS PRIME FUND TRUST A SHARES SAL 09/30/95 -77,164,620 77,164.62 .00 .00 -77,164.62 77,164.62 .00 SAL 09/30/95 -104,137,330 104,137.33 .00 .00 -104,137.33 104,137.33 .00 PUR 09/30/95 480.700 480.70 .00 .00 480.70 480.70 .00 SAL 09/30/95 -1,226,344.630 1,226,344.63 .00 .00 -1,226,344.63 1,226,344.63 .00 SAL 10/31/95 -3,263,425.150 3,263,425.15 .00 .00 -3,263,425.15 3,263,425.15 .00 SAL 10/31/95 -480.700 480.70 .00 .00 -480.70 480.70 .00 SAL 10/31/95 -188,016.840 188,016.84 .00 .00 -188,016.84 188,016.84 .00 PUR 10/31/95 1,813.240 1,813.24 .00 .00 1,813.24 1,813.24 .00 PUR 10/31/95 9,113.770 9,113.77 .00 .00 9,113.77 9,113.77 .00 SAL 10/31/95 -75,453.530 75,453.53 .00 .00 -75,453.53 75,453.53 .00 PUR 10/31/95 112,546.170 112,546.17 .00 .00 112,546.17 112,546.17 .00 SAL 11/30/95 -175,658.140 175,658.14 .00 .00 -175,658.14 175,658.14 .00 SAL 11/30/95 -4,674.560 4,674.56 .00 .00 -4,674.56 4,674.56 .00 PUR 11/30/95 43,461.110 43,461.11 .00 .00 43,461.11 43,461.11 .00 SAL 12/29/95 -1,528.310 1,528.31 .00 .00 -1,528.31 1,528.31 .00 SAL 12/29/95 -2,512.270 2,512.27 .00 .00 -2,512.27 2,512.27 .00 SAL 12/29/95 -16.820 16.82 .00 .00 -16.82 16.82 .00 32 PURCHASES FOR 10,093,151.93 46 SALES FOR 20,550,121.04 ISSUE AGGREGATE TOTAL 30,643,272.97 MUTUAL LIFE INSURANCE CO OF 9.72% DUE 04/30/95 PUR 01/31/95 46,367.460 46,367.46 .00 .00 46,367.46 46,367.46 .00 PUR 02/28/95 41,880.290 41,880.29 .00 .00 41,880.29 41,880.29 .00 PUR 03/31/95 46,367.450 46,367.45 .00 .00 46,367.45 46,367.45 .00 SAL 04/28/95 -6,117,728.330 6,117,728.33 .00 .00 -6,117,728.33 6,117,728.33 .00 3 PURCHASES FOR 134,615.20 1 SALES FOR 6,117,728.33 ISSUE AGGREGATE TOTAL 6,252,343.53
- 15 - DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN Financial Statements at December 31, 1995 and 1994 and for each of the Three Years in the Period Ended December 31, 1995, Supplemental Schedules for the Year Ended December 31, 1995 and Independent Auditors' Report. DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN TABLE OF CONTENTS
Pages INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS: Statements of Net Assets Available for Benefits as of December 31, 1995 and 1994 2 Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1995, 1994 and 1993 3 Notes to Financial Statements 4-10 SUPPLEMENTAL SCHEDULES: IRS Form 5500, Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 11 IRS Form 5500, Item 27d - Schedule of Reportable Transactions (Single and Aggregate Transactions) for the Year Ended December 31, 1995 12-18
NOTE: Schedules required under the Employee Retirement Income Security Act of 1974, other than the schedules listed above, are omitted because of the absence of conditions under which such schedules are required. INDEPENDENT AUDITORS' REPORT To the Administrative Committee Denny's, Inc. Profit Sharing Retirement Plan: We have audited the accompanying financial statements of net assets available for benefits of the Denny's, Inc. Profit Sharing Retirement Plan (the "Plan") as of December 31, 1995 and 1994 and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for each of the three years in the period ended December 31, 1995 in conformity with generally accepted accounting principles. As discussed in Note 2 to the financial statements, in 1993 the Plan changed its method of accounting for benefits payable to participants who have withdrawn from participation in the Plan. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the foregoing Table of Contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1995 financial statement and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ Deloitte & Touche LLP June 20, 1996 - 1 - DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995 AND 1994
1995 1994 ------------- ----------- ASSETS: Investments $71,663,128 $82,777,891 ----------- ----------- Receivables: Employer's contribution 188,377 188,476 Participants' contributions 399,499 397,874 Accrued interest 72,360 30,661 -- Due from Broker 42,000 ----------- ----------- Total Receivables 702,236 617,011 ----------- ----------- Cash and Cash Equivalents 12,084,289 4,509,650 ----------- ----------- TOTAL ASSETS 84,449,653 87,904,552 ----------- ----------- LESS - ACCRUED LIABILITIES: 54,016 77,650 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $84,395,637 $87,826,902 =========== ===========
See notes to financial statements. - 2 - DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
1995 1994 1993 Increase in net assets: INVESTMENT INCOME: Net (depreciation) appreciation in fair value of investments $(2,145,771) $ (1,792,198) $ (3,120,431) Interest income 3,960,887 4,118,730 5,026,877 Dividend income 3,353,607 591,098 944,907 Investment income, net 5,168,723 2,917,630 2,851,353 CONTRIBUTIONS: Employer 2,588,995 2,848,715 3,146,775 Participants 7,073,490 7,375,619 8,005,818 Total contributions 9,662,485 10,224,334 11,152,593 TOTAL INCREASE IN NET ASSETS 14,831,208 13,141,964 14,003,946 Decrease in net assets: DISTRIBUTIONS TO PARTICIPANTS (17,837,071) (16,923,299) (13,508,687) TRANSFERS TO FLAGSTAR THRIFT PLAN -- -- (5,369) ADMINISTRATIVE EXPENSES (425,402) (296,728) (400,960) TOTAL DECREASE IN NET ASSETS (18,262,473) (17,220,027) (13,915,016) NET INCREASE (DECREASE) IN NET ASSETS BEFORE CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE (3,431,265) (4,078,063) 88,930 CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE -- -- 1,895,401 NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (3,431,265) (4,078,063) 1,984,331 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 87,826,902 91,904,965 89,920,634 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 84,395,637 $87,826,902 $ 91,904,965
See notes to financial statements. - 3 - DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS, FOR THE THREE YEARS ENDED DECEMBER 31, 1995 1. DESCRIPTION OF PLAN The following description of the Denny's, Inc. Profit Sharing Retirement Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan provisions. a.General - The Plan is a qualified deferred compensation plan, subject to the Employee Retirement Income Security Act of 1974, to which member employees contribute 1% to 15% of their salaries on a weekly basis, with annual limitations of $9,240 in 1995, $9,240 in 1994, and $8,994 in 1993. Any United States employee of Denny's, Inc. (the "Company") and its domestic subsidiaries who has attained age 21 and who has completed twelve months of service with the Company, is eligible to participate in the Plan. The Denny's, Inc. Profit Sharing Retirement Plan Committee and the Plan Administrator control and manage the operation and administration of the Plan. NationsBank serves as the trustee of the Plan. Effective September 1, 1995 (the "Transition Date"), Proficient Food Company and its subsidiary, DFC Trucking Company, (collectively, the "PFC Group") were sold to an entity outside of Denny's, Inc. Effective September 1, 1995, employees classified as PFC Group employees were no longer eligible to become participants in the Plan. Effective as of the Transition Date and thereafter, the PFC Group is not a Plan Sponsor or participating employer under the Plan and active employees of the PFC Group as of the Transition Date were not permitted to make pre-tax deferral contributions under the Plan or eligible to receive employer contributions under the Plan. In accordance with the Plan provisions, PFC Group employees were given the right to elect to receive a lump sum distribution of their entire Pre-Tax Account as of the Transition Date, receive distribution of the Pre-Tax Account when he or she separates from service with the PFC Group, or postpone distribution of the account if their account balance did not exceed $3,500 as of the Transition Date. At December 31, 1995, PFC Group employee participant account balances included in the net assets available for benefits of the Plan were approximately $5,924,921. b.Contributions and Withdrawals - Pre-tax contribution deductions are limited to 15% of eligible compensation, or $9,240 in 1995, $9,240 in 1994, and $8,994 in 1993, whichever is less. The Company's contributions to the Plan match employee contributions up to the first 3% of each employee's salary at the rate of $1.00 for each employee dollar contributed (net of forfeitures). These Company contributions are made to the Plan monthly and are invested to mirror the employee election. Contributions to the Plan can be invested in any combination of four funds chosen by the participants: Employee Income Fund, Employee Dreyfus Fund, Employee Explorer Fund, and Flagstar Companies Employee Stock Fund. Contributions are temporarily invested in short-term money market deposits and/or commercial paper until employee elections are executed. The Employee Income Fund consists of insurance contracts that provide fixed - 4 - interest rates on the Fund investments. The Dreyfus Equity Fund and Explorer Equity Fund are mutual equity funds that provide dividends and gains/losses as the market fluctuates. The Flagstar Companies Employee Stock Fund is invested in Flagstar Companies, Inc. common stock which also generates gains/losses as the market fluctuates, but in no event may more than 25% of the participating employees contribution for any pay period be invested in the Company's common stock. Participants may change or transfer their investment options quarterly. A participating employee, however, may not transfer amounts to the Company stock fund to exceed 25% of his or her total investment in the Plan. Contributions to the Plan are not taxable to a participant when contributed. Similarly, the earnings on the participant's account are not taxable when earned. However, any withdrawal from the Plan is taxable to the participant in the year of the withdrawal. c.Vesting and Participant Accounts - A participant's contributions and earnings on those contributions are immediately vested. Vesting in the Company contributions to their accounts become 100% vested upon completion of five years of credited service. A separate account is maintained for each Plan participant. The account balances for Plan participants are adjusted periodically as follows: a) Monthly for contributions and participant withdrawals. b) Monthly for a pro rata share or income, gains and losses on investments and expenses, determined by the relative percentage of the participant's average account balance in comparison to the total average account balance of all participants' accounts. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. d.Termination - In accordance with the Company's rights under the Plan, the Company has discontinued its contributions for fiscal year 1996. Although it has not expressed any intention to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions set forth in ERISA. In the event of any termination of the Plan, each participant automatically becomes fully vested to the extent of the balance in the participant's separate account after reflection of the fund's activity to the date of such termination. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a.Basis of Accounting - The financial statements of the Plan are presented on the accrual basis of accounting. b.Investment Valuation - In May 1994, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 94-4 "Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans" which requires defined contribution plans to report investment contracts with fully benefit-responsive features (as defined in the SOP) at contract value and other investment contracts at fair value. The Company adopted the SOP as of January 1, 1995, and as the - 5 - investment contracts were determined to be fully benefit-responsive, investments in insurance contracts and synthetic insurance contracts are valued at contract value, which represents contributions made under the contract, plus interest earned, less withdrawals and administrative expenses. In accordance with Financial Accounting Standards Board Statement No. 107 (FASB 107), "Disclosures about Fair Value of Financial Instruments," the fair value of the insurance contracts and synthetic insurance contracts are disclosed in footnote 3. The fair value is based on the discounted future cash flows of the respective investments. Investments in money market deposits and commercial paper are carried at cost, which approximates market. Investments in marketable equity securities and mutual equity funds are carried at their quoted market price as of the valuation date. Synthetic insurance contracts operate similarly to other guaranteed investment contracts except that the assets are placed in a trust (with ownership by the Plan) rather than a separate account of the issuer and a financially responsible third party (i.e., an insurance company) issues a "wrapper" contract that provides that participants can, and must, execute Plan transactions at contract value. c.Transfers to Other Benefit Plans - During 1993 and 1992 a number of Denny's, Inc. employees who were participants in the Plan became employees of Flagstar Corporation, Canteen Corporation or Flagstar Systems, Inc. As a result, the account balances of these participants were transferred to the Thrift Plan for Noncontract Employees of Flagstar Corporation. d.Administrative Expenses - Administrative expenses of the Plan are paid by the Plan and allocated to participant accounts. e.Benefits Payable - In 1993, the Plan changed its method of accounting for benefits payable to comply with the 1993 AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans." The new guidance requires that benefits payable to persons who have withdrawn from participation in a deferred contribution plan be disclosed in the footnotes to the financial statements rather than be recorded as a liability of the Plan. As of December 31, 1995 and 1994, benefits of $3,460,725 and $2,354,198, respectively, were due to participants who have withdrawn from participation in the Plan. f.Cash and Cash Equivalents - The Plan considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents typically represent money market funds. g.Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. - 6 - 3. INVESTMENTS
1995 1995 1994 Carrying Fair Carrying Description Value Value Value Flagstar Companies, Inc. Common Stock $ 1,616,425 $ 1,616,425 $ 2,627,754 Mutual Funds: Dreyfus Equity Fund 9,268,923* 9,268,923* 7,488,243* Vanguard Explorer Equity Fund 5,198,210* 5,198,210* 3,980,232* Total 14,467,133 14,467,133 11,468,475 Interest Fund: Insurance Contracts: John Hancock Mutual Life Ins. Co. 4.87% due 12/31/96 6,241,397* 6,087,409* 16,655,190* Allstate Life Ins. Co. 6.95% due 1/2/97 4,159,940 4,219,514 4,023,596 John Hancock Mutual Life Ins. Co. 5.35% due 12/31/97 8,582,813* 8,585,193* 8,424,390* Mutual Benefit Life 11.25% due 12/31/94 1,865,809 1,865,809 1,995,109 IDS Life Insurance Company 6.10% due 8/24/95 -- 1,607,512 Metropolitan Life Ins. Co. - Proceeds from redeemed/matured insurance contracts which were reinvested in insurance contracts subsequent to December 31, 1994 -- 10,286,429* Metropolitan Life Ins. Co. 6.77% due 1/1/00 9,119,781* 9,694,921* -- SunAmerica life Insurance 6.34% due 10/2/00 3,951,688 4,052,293 -- Total 33,921,428 34,505,139 42,992,226 Synthetic Insurance Contracts: Amber Synthetic 5.50% US Govt. and Agency Issuances 13,371,493 13,371,493 17,620,929 Asset Backed Securities 4,245,732 4,245,732 697,087 Corporate Bonds 1,200,400 1,200,400 874,403 Cash and Cash Equivalents 2,737,436 2,737,436 31,784 Wrapper Contract 103,081 249,632 1,873,971 Total Amber Synthetic 21,658,142 21,804,693 21,098,174 Lehman Government Sec. Inc. 5.85% due 6/30/95 -- -- 4,591,262 Total Synthetic Insurance Contracts 21,658,142 21,804,693 25,689,436 TOTAL INVESTMENTS $71,663,128 $72,393,390 $82,777,891
* Represents Plan investments which exceed 5% of net assets available as of December 31, 1995 and 1994. - 7 - 4. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE OF INVESTMENTS The net (depreciation) appreciation including investments bought, sold, and held, by type of security, during the years ended December 31, 1995, 1994, and 1993 is summarized as follows:
1995 1994 1993 ------------------------------------------- Flagstar Companies, Inc. Common Stock $ 696,047 $ (878,768) $ (2,886,509) Vanguard Explorer Equity Fund (1,808,666) (189,114) (32,403) Dreyfus Equity Fund (1,037,319) (724,316) (201,519) ------------------------------------------ $ (2,149,938) $ (1,792,198) $(3,120,431) ===========================================
Effective July 16, 1991, the State of New Jersey assumed control of Mutual Benefit Life Insurance Company, Inc. (Mutual), as a result of approximately $1,000,000,000 in policy surrenders during the period immediately preceding the seizure. The Plan's investment in an insurance contract with Mutual as of December 31, 1995, including accrued interest totaled approximately $2.0 million. The contract was scheduled to mature on December 31, 1991, however, Plan management received correspondence from Mutual indicating that due to the State of New Jersey's seizure of control and the severe restrictions placed on withdrawals, they would not be able to release the scheduled maturity payment on the Plan's contract. A rehabilitation plan, proposed by an industry consortium, was approved by the Superior Court of New Jersey in November 1993. Under such plan, Mutual contract holders can continue to participate in the contracts, in which case such holders will receive a reduced interest rate and extended maturity through December 2003, or accept a current maturity value at 55% of the contract value. Management intends to hold this contract to the extended maturity date; therefore, no reduction in carrying value has been recorded. - 8 - 5. FUND INFORMATION Participant contributions, employer contributions, distributions to participants and investment income/dividends by fund are as follow for the year ended December 31, 1995: Participant Contributions: Interest Fund $ 3,916,630 Dreyfus Equity Fund 1,398,303 Vanguard Explorer Fund 849,906 Flagstar Companies, Inc. common stock 908,651 ----------- Total $ 7,073,490 =========== Employer Contributions: Interest Fund $ 1,474,583 Dreyfus Equity Fund 498,950 Vanguard Explorer Fund 291,872 Flagstar Companies, Inc. common stock 323,590 ----------- Total $ 2,588,995 =========== Distributions to Participants: Interest Fund $14,124,263 Dreyfus Equity Fund 1,996,036 Vanguard Explorer Fund 1,148,212 Flagstar Companies, Inc. common stock 568,561 ----------- Total $17,837,072 =========== Investment Income/Dividends: Interest Fund $ 3,960,887 Dreyfus Equity Fund 2,923,676 Vanguard Explorer Fund 429,931 Flagstar Companies, Inc. common stock 4,167 ----------- Total $ 7,318,661 =========== 6. PARTICIPANTS As of December 31, 1995, 1994, and 1993 there were approximately 7,700, 8,300 and 9,000 participants, respectively in the Plan out of the total eligible participants of approximately 21,500, 22,400 and 24,300, respectively. - 9 - 7. TAX STATUS The Plan obtained its latest determination letter on December 21, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. The Plan administrator believes that the Plan was qualified and the related trust was tax exempt as of the financial statement date. Therefore, no provision for income taxes has been included in the Plan's financial statements. - 10 - DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN IRS FORM 5500, ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995
Shares Units or Carrying Description Par Value Cost Value Flagstar Companies, Inc. Common Stock 517,256 $ 5,433,933 $ 1,616,425 Mutual Funds: Dreyfus Equity Fund 889,532 10,694,208 9,268,923 Vanguard Explorer Equity Fund 104,068 4,388,209 5,198,210 Total 15,082,417 14,467,133 Interest Fund: Insurance Contracts: John Hancock Mutual Life Ins. Co. 4.87% due 12/31/96 6,241,397 6,241,397 Allstate Life Ins. Co. 6.95% due 1/2/97 4,159,940 4,159,940 John Hancock Mutual Life Ins. Co. 5.35% due 12/31/97 8,582,813 8,582,813 Mutual Benefit Life 11.25% due 12/31/94 1,865,809 1,865,809 IDS Life Insurance Company 6.10% due 8/24/95 -- -- Metropolitan Life Ins. Co. 6.77% due 1/1/00 9,119,781 9,119,781 SunAmerica Life Insurance 6.34% due 10/2/00 3,951,688 3,951,688 Total 33,921,428 33,921,428 Synthetic Insurance Contracts: Amber Synthetic 5.50% 21,658,142 21,658,142 TOTAL INVESTMENTS $76,095,920 $71,663,128
- 11 - IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - SINGLE TRANSACTIONS 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
ASSET DESCRIPTION TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS CASH RESERVES CAPITAL CLASS (FORMERLY CAPITOL CASH RESERVES) PUR 12/29/95 10,644,132.830 10,644,132.83 .00 .00 10,644,132.83 10,644,132.83 .00 LEHMANN CONT. 5526800 TRIPARTY AGREEMENT 5.850% (C) 06/30/95 SAL 06/30/95 -4,480,669.240 4,480,669.24 .00 .00 -4,480,669.24 4,480,669.24 .00 NATIONS PRIME FUND TRUST A SHARES SAL 10/31/95 -5,352,166.190 5,352,166.19 .00 .00 -5,352,166.19 5,352,166.19 .00 METROPOLITAN LIFE GIC 14324 INTEREST PD AT MAT DTD 01/03/95 6.770% DUE 01/01/00 PUR 01/31/95 8,839,019.030 8,839,019.03 .00 .00 8,839,019.03 8,839,019.03 .00 JOHN HANCOCK MUTUL LIFE INS CO GAC #6468 DTD 12/22/92 4.87% DUE 12/31/96 SAL 12/29/95 -10,632,060.820 10,632,060.82 .00 .00 -10,632,060.82 10,632,060.82 .00 METROPOLITAN LIFE INS CO #14210 DTD 12/22/92 6.00% DUE 12/12/12 SAL 01/31/95 -5,222,204.950 5,222,204.95 .00 .00 -5,222,204.95 5,222,204.95 .00 2 PURCHASES FOR 19,483,151.86 4 SALES FOR 25,687,101.20 ISSUE AGGREGATE TOTAL 45,170,253.06
12 IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS CASH RESERVES CASH RESERVES PUR 10/31/95 941,040.010 941,040.01 .00 .00 941,040.01 941,040.01 .00 PUR 10/31/95 173,000.420 173,000.42 .00 .00 173,000.42 173,000.42 .00 PUR 10/31/95 30,442.750 30,442.75 .00 .00 30,442.75 30,442.75 .00 PUR 10/31/95 50,825.150 50,825.15 .00 .00 50,825.15 50,825.15 .00 PUR 10/31/95 2,805.080 2,805.08 .00 .00 2,805.08 2,805.08 .00 PUR 10/31/95 600,337.030 600,337.03 .00 .00 600,337.03 600,337.03 .00 PUR 10/31/95 257,042.430 257,042.43 .00 .00 257,042.43 257,042.43 .00 SAL 11/30/95 -232,114.210 232,114.21 .00 .00 -232,114.21 232,114.21 .00 PUR 11/30/95 302,484.420 302,484.42 .00 .00 302,484.42 302,484.42 .00 SAL 11/30/95 -70.090 70.09 .00 .00 -70.09 70.09 .00 SAL 11/30/95 -267.480 267.48 .00 .00 -267.48 267.48 .00 SAL 11/30/95 -14,498.060 14,498.06 .00 .00 -14,498.06 14,498.06 .00 SAL 11/30/95 -139,681.960 139,681.96 .00 .00 -139,681.96 139,681.96 .00 SAL 11/30/95 -760,131.900 760,131.90 .00 .00 -760,131.90 760,131.90 .00 PUR 12/29/95 10,644,132.830 10,644,132.83 .00 .00 10,644,132.83 10,644,132.83 .00 SAL 12/29/95 -3,874.480 3,874.48 .00 .00 -3,874.48 3,874.48 .00 PUR 12/29/95 10,440.640 10,440.64 .00 .00 10,440.64 10,440.64 .00 SAL 12/29/95 -30.330 30.33 .00 .00 -30.33 30.33 .00 SAL 12/29/95 -70.780 70.78 .00 .00 -70.78 70.78 .00 SAL 12/29/95 -133,823.770 133,823.77 .00 .00 -133,823.77 133,823.77 .00 SAL 12/29/95 -13,698.470 13,698.47 .00 .00 -13,698.47 13,698.47 .00 10 PURCHASES FOR 13,012,550.76 11 SALES FOR 1,298,261.53 ISSUE AGGREGATE TOTAL 14,310,812.29 DREYFUS FD INC PUR 01/10/95 16,578.316 199,934.49 .00 .00 199,934.49 199,934.49 .00 SAL 01/30/95 -11,017.361 134,301.63 .00 .00 -136,297.08 131,473.97 2,827.66 PUR 01/31/95 10,467.330 129,794.89 .00 .00 129,794.89 129,794.89 .00 SAL 04/20/95 -11,600.928 150,000.00 .00 .00 -143,628.28 138,571.77 11,428.23 PUR 05/05/95 11,292.580 150,977.49 .00 .00 150,977.49 150,977.49 .00 PUR 05/12/95 13,720.758 185,093.02 .00 .00 185,093.02 185,093.02 .00 SAL 05/26/95 -5,056.004 69,115.58 .00 .00 -62,799.59 60,679.47 8,436.11 SAL 05/30/95 -14,053.254 190,000.00 .00 .00 -174,552.59 168,659.67 21,340.33 PUR 05/31/95 11,881.816 162,067.97 .00 .00 162,067.97 162,067.97 .00 SAL 06/16/95 -4,764.165 65,364.35 .00 .00 -59,280.60 57,319.27 8,045.08 SAL 06/19/95 -7,116.199 98,061.22 .00 .00 -88,547.00 85,617.38 12,443.84 PUR 06/21/95 10,671.387 148,759.14 .00 .00 148,759.14 148,759.14 .00 PUR 06/30/95 2,642.789 35,783.36 .00 .00 35,783.36 35,783.36 .00 PUR 06/30/95 11,003.613 148,988.93 .00 .00 148,988.93 148,988.93 .00
13 IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS DREYFUS FD INC SAL 07/20/95 -5,865.103 80,000.00 .00 .00 -73,252.82 70,926.65 9,073.35 SAL 07/21/95 -3,636.364 50,000.00 .00 .00 -45,416.75 43,974.52 6,025.48 SAL 07/25/95 -1,083.032 15,000.00 .00 .00 -13,526.64 13,097.10 1,902.90 PUR 07/26/95 13,897.404 193,729.81 .00 .00 193,729.81 193,729.81 .00 PUR 08/04/95 9,262.418 128,191.87 .00 .00 128,191.87 128,191.87 .00 SAL 08/10/95 -11,560.694 160,000.00 .00 .00 -144,946.44 140,518.22 19,481.78 SAL 09/11/95 -11,464.968 162,000.00 .00 .00 -143,746.24 139,354.69 22,645.31 PUR 09/20/95 13,755.315 193,399.73 .00 .00 193,399.73 193,399.73 .00 PUR 09/29/95 1,898.145 26,137.46 .00 .00 26,137.46 26,137.46 .00 PUR 09/29/95 768.137 10,577.24 .00 .00 10,577.24 10,577.24 .00 SAL 10/10/95 -13,284.133 180,000.00 .00 .00 -167,034.81 162,071.11 17,928.89 PUR 10/12/95 11,057.356 148,389.72 .00 .00 148,389.72 148,389.72 .00 PUR 10/25/95 3,736.921 50,000.00 .00 .00 50,000.00 50,000.00 .00 SAL 10/31/95 -17,254.314 230,000.00 .00 .00 -217,273.55 210,968.37 19,031.63 PUR 11/03/95 13,663.959 184,600.08 .00 .00 184,600.08 184,600.08 .00 SAL 11/27/95 -4,534.275 63,479.85 .00 .00 -57,182.58 55,559.52 7,920.33 SAL 12/05/95 -13,382.118 190,829.00 .00 .00 -168,764.36 163,974.19 26,854.81 PUR 12/11/95 14,206.835 201,310.85 .00 .00 210,310.85 201,310.85 .00 PUR 12/29/95 1,024,059 10,619.49 .00 .00 10,619.49 10,619.49 .00 PUR 12/29/95 2,499.848 25,923.42 .00 .00 25,923.42 25,923.42 .00 PUR 12/29/95 143,627.613 1,489,418.35 .00 .00 1,489,418.35 1,489,418.35 .00 PUR 12/29/95 31,361.730 325,221.14 .00 .00 325,221.14 325,221.14 .00 PUR 12/29/95 58,836.826 610,137.89 .00 .00 610,137.89 610,137.89 .00 PUR 12/29/95 12,847.284 133,226.33 .00 .00 133,226.33 133,226.33 .00 SAL 12/29/95 -25,047.985 261,000.00 .00 .00 -301,134.07 294,760.62 -33,760.62 23 PURCHASES FOR 4,892,282.67 16 SALES FOR 2,099,151.63 ISSUE AGGREGATE TOTAL 6,991,434.30 LEHMANN CONT. 5526800 06/30/95 PUR 01/11/95 22,262.170 22,262.17 .00 .00 22,262.17 22,262.17 .00 PUR 02/07/95 22,262.180 22,262.18 .00 .00 22,262.18 22,262.18 .00 PUR 03/15/95 20,107.770 20,107.77 .00 .00 20,107.77 20,107.77 .00 PUR 04/11/95 22,262,170 22,262.17 .00 .00 22,262.17 22,262.17 .00 PUR 05/09/95 21,544.040 21,544.04 .00 .00 21,544.04 21,544.04 .00 PUR 05/31/95 22,262.170 22,262.17 .00 .00 22,262.17 22,262.17 .00 SAL 06/30/95 -4,480,669.240 4,480,669.24 .00 .00 -4,480,669.24 4,480,669.24 .00 SAL 07/03/95 -241,293.240 241,293.24 .00 .00 -241,293.24 241,293.24 .00 6 PURCHASES FOR 130,700.50 2 SALES FOR 4,721,962.48 ISSUE AGGREGATE TOTAL 4,852,662.98
14 IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS PRIME FUND TRUST A SHARES PUR 01/31/95 766,288.890 766,288.89 .00 .00 766,288.89 766,288.89 .00 SAL 01/31/95 -5,294.750 5,294.75 .00 .00 -5,294.75 5,294.75 .00 SAL 01/31/95 -3,457.310 3,457.31 .00 .00 -3,457.31 3,457.31 .00 PUR 01/31/95 356,788.830 356,788.83 .00 .00 356,788.83 356,788.83 .00 PUR 01/31/95 16.460 16.46 .00 .00 16.46 16.46 .00 SAL 01/31/95 -1,216.760 1,216.76 .00 .00 -1,216.76 1,216.76 .00 PUR 01/31/95 45,527.500 45,527.50 .00 .00 45,527.50 45,527.50 .00 SAL 02/28/95 -126,372.830 126,372.83 .00 .00 -126,372.83 126,372.83 .00 PUR 02/28/95 330.330 330.33 .00 .00 330.33 330.33 .00 PUR 02/28/95 17.460 17.46 .00 .00 17.46 17.46 .00 PUR 02/28/95 128,445.420 128,445.42 .00 .00 128,445.42 128,445.42 .00 SAL 02/28/95 -52,116.160 52,116.16 .00 .00 -52,116.16 52,116.16 .00 PUR 02/28/95 812.160 812.16 .00 .00 812.16 812.16 .00 SAL 02/28/95 -574,740.960 574,740.96 .00 .00 -574,740.96 574,740.96 .00 SAL 03/31/95 -159,294.190 159,294.19 .00 .00 -159,294.19 159,294.19 .00 SAL 03/31/95 -18,111.180 18,111.18 .00 .00 -18,111.18 18,111.18 .00 SAL 03/31/95 -33,548.990 33,548.99 .00 .00 -33,548.99 33,548.99 .00 PUR 03/31/95 905,375.000 905,375.00 .00 .00 905,375.00 905,375.00 .00 SAL 03/31/95 -237.200 237.20 .00 .00 -237.20 237.20 .00 SAL 03/31/95 -179.350 179.35 .00 .00 -179.35 179.35 .00 SAL 03/31/95 -38,495.660 38,495.66 .00 .00 -38,495.66 38,495.66 .00 SAL 04/30/95 -87,120.450 87,120.45 .00 .00 -87,120.45 87,120.45 .00 SAL 04/30/95 -66.700 66.70 .00 .00 -66.70 66.70 .00 SAL 04/30/95 -1,368.150 1,368.15 .00 .00 -1,368.15 1,368.15 .00 PUR 04/30/95 786,212.130 786,212.13 .00 .00 786,212.13 786,212.13 .00 SAL 04/30/95 -121,894.950 121,894.95 .00 .00 -121,894.95 121,894.95 .00 SAL 04/30/95 -51,945.820 51,945.82 .00 .00 -51,945.82 51,945.82 .00 SAL 04/30/95 -1,670,666.330 1,670,666.33 .00 .00 -1,670,666.33 1,670,666.33 .00 SAL 05/31/95 -414,691.850 414,691.85 .00 .00 -414,691.85 414,691.85 .00 PUR 05/31/95 34,393.380 34,393.38 .00 .00 34,393.38 34,393.38 .00 PUR 05/31/95 70,711.300 70,711.30 .00 .00 70,711.30 70,711.30 .00 SAL 05/31/95 -1,781,176.040 1,781,176.04 .00 .00 -1,781,176.04 1,781,176.04 .00 SAL 05/31/95 -670.440 670.44 .00 .00 -670.44 670.44 .00 SAL 05/31/95 -67.970 67.97 .00 .00 -67.97 67.97 .00 SAL 05/31/95 -23,433.830 23,433.83 .00 .00 -23,433.83 23,433.83 .00 SAL 06/30/95 -737.660 737.66 .00 .00 -737.66 737.66 .00 SAL 06/30/95 -67.780 67.78 .00 .00 -67.78 67.78 .00
-15- IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS NATIONS PRIME FUND TRUST A SHARES PUR 06/30/95 95,188.730 95,188.73 .00 .00 95,188.73 95,188.73 .00 PUR 06/30/95 174,314.080 174,314.08 .00 .00 174,314.08 174,314.08 .00 SAL 06/30/95 -65,416.680 65,416.68 .00 .00 -65,416.68 65,416.68 .00 SAL 06/30/95 -33,984.110 33,984.11 .00 .00 -33,984.11 33,984.11 .00 PUR 06/30/95 3,801,423.650 3,801,423.65 .00 .00 3,801,423.65 3,801,423.65 .00 SAL 07/31/95 -115,271.930 115,271.93 .00 .00 -115,271.93 115,271.93 .00 PUR 07/31/95 6,603.130 6,603.13 .00 .00 6,603.13 6,603.13 .00 PUR 07/31/95 3,409.640 3,409.64 .00 .00 3,409.64 3,409.64 .00 SAL 07/31/95 -441,861.470 441,861.47 .00 .00 -441,861.47 441,861.47 .00 SAL 07/31/95 -68.670 68.67 .00 .00 -68.67 68.67 .00 SAL 07/31/95 -95,729.940 95,729.94 .00 .00 -95,729.94 95,729.94 .00 PUR 07/31/95 20,941.020 20,941.02 .00 .00 20,941.02 20,941.02 .00 SAL 08/31/95 -7,733.020 7,733.02 .00 .00 -7,733.02 7,733.02 .00 SAL 08/31/95 -231.210 231.21 .00 .00 -231.21 231.21 .00 SAL 08/31/95 -68.670 68.67 .00 .00 -68.67 68.67 .00 PUR 08/31/95 248,760.730 248,760.73 .00 .00 248,760.73 248,760.73 .00 PUR 08/31/95 1,279.430 1,279.43 .00 .00 1,279.43 1,279.43 .00 PUR 08/31/95 783.110 783.11 .00 .00 783.11 783.11 .00 PUR 08/31/95 1,203,193.780 1,203,193.78 .00 .00 1,203,193.78 1,203,193.78 .00 SAL 09/30/95 -560,279.080 560,279.08 .00 .00 -560,279.08 560,279.08 .00 SAL 09/30/95 -17,779.670 17,779.67 .00 .00 -17,779.67 17,779.67 .00 SAL 09/30/95 -4,388.250 4,388.25 .00 .00 -4,388.25 4,388.25 .00 SAL 09/30/95 -77,632.830 77,632.83 .00 .00 -77,632.83 77,632.83 .00 SAL 09/30/95 -234.570 234.57 .00 .00 -234.57 234.57 .00 SAL 09/30/95 -69.250 69.25 .00 .00 -69.25 69.25 .00 PUR 09/30/95 145.770 145.77 .00 .00 145.77 145.77 .00 SAL 10/31/95 -18,879.550 18,879.55 .00 .00 -18,879.55 18,879.55 .00 SAL 10/31/95 -2,875.230 2,875.23 .00 .00 -2,875.23 2,875.23 .00 SAL 10/31/95 -47,079.490 47,079.49 .00 .00 -47,079.49 47,079.49 .00 SAL 10/31/95 -1,095,958.060 1,095,958.06 .00 .00 -1,095,958.06 1,095,958.06 .00 SAL 10/31/95 -27,251.240 27,251.24 .00 .00 -27,251.24 27,251.24 .00 SAL 10/31/95 -19,581.750 19,581.75 .00 .00 -19,581.75 19,581.75 .00 SAL 10/31/95 -5,352,166.190 5,352,166.19 .00 .00 -5,352,166.19 5,352,166.19 .00 23 PURCHASES FOR 8,650,961.93 47 SALES FOR 13,151,514.17 ISSUE AGGREGATE TOTAL 21,802,476.10
-16- IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS METROPOLITAN LIFE GIC 14324 DTD 01/03/95 6.770% DUE 01/01/00 PUR 01/31/95 8,839,019.030 8,839,019.03 .00 .00 8,839,019.03 8,839,019.03 .00 PUR 01/31/95 46,123.930 46,123.93 .00 .00 46,123.93 46,123.93 .00 PUR 02/28/95 44,761.810 44,761.81 .00 .00 44,761.81 44,761.81 .00 PUR 03/31/95 49,820.800 49,820.80 .00 .00 49,820.80 49,820.80 .00 PUR 04/28/95 48,478.320 48,478.32 .00 .00 48,478.32 48,478.32 .00 PUR 05/31/95 50,369.220 50,369.22 .00 .00 50,369.22 50,369.22 .00 PUR 06/30/95 49,011.960 49,011.96 .00 .00 49,011.96 49,011.96 .00 PUR 07/31/95 50,923.680 50,923.68 .00 .00 50,923.68 50,923.68 .00 PUR 08/31/95 51,207.790 51,207.79 .00 .00 51,207.79 51,207.79 .00 PUR 09/29/95 49,827.930 49,827.93 .00 .00 49,827.93 49,827.93 .00 PUR 10/31/95 51,771.480 51,771.48 .00 .00 51,771.48 51,771.48 .00 SAL 11/02/95 -198,762.580 198,762.58 .00 .00 -198,762.58 198,762.58 .00 PUR 11/30/95 49,339.240 49,339.24 .00 .00 49,339.24 49,339.24 .00 SAL 12/06/95 -112,810.600 112,810.60 .00 .00 -112,810.60 112,810.60 .00 PUR 12/29/95 50,699.040 50,699.04 .00 .00 50,699.04 50,699.04 .00 13 PURCHASES FOR 9,431,354.23 2 SALES FOR 311,573.18 ISSUE AGGREGATE TOTAL 9,742,927.41 METLIFE GIC DTD 09/13/90 8.63% DUE 12/31/94 SAL 01/06/95 -1,451,186.840 1,451,186.84 .00 .00 -1,451,186.84 1,451,186.84 .00 PUR 01/30/95 2,297.530 2,297.53 .00 .00 2,297.53 2,297.53 .00 SAL 01/31/95 -3,615,335.000 3,615,335.00 .00 .00 -3,615,335.00 3,615,335.00 .00 1 PURCHASE FOR 2,297.53 2 SALES FOR 5,066,521.84 ISSUE AGGREGATE TOTAL 5,068,819.37 .00 JOHN HANCOCK MUTUAL LIFE INS CO DTD 12/22/92 4.87% DUE 12/31/96 PUR 01/31/95 74,291.430 74,291.43 .00 .00 74,291.43 74,291.43 .00 PUR 02/28/95 67,386.730 67,386.73 .00 .00 67,386.73 67,386.73 .00 PUR 03/31/95 67,919.760 67,919.76 .00 .00 67,919.76 67,919.76 .00 PUR 04/28/95 65,990.490 65,990.49 .00 .00 65,990.49 65,990.49 .00 PUR 05/31/95 68,461.670 68,461.67 .00 .00 68,461.67 68,461.67 .00 PUR 06/30/95 66,517.000 66,517.00 .00 .00 66,517.00 66,517.00 .00 PUR 07/31/95 69,007.890 69,007.89 .00 .00 69,007.89 69,007.89 .00 PUR 08/31/95 69,287.150 69,287.15 .00 .00 69,287.15 69,287.15 .00 PUR 09/29/95 67,319.040 67,319.04 .00 .00 67,319.04 67,319.04 .00 PUR 10/31/95 69,839.970 69,839.97 .00 .00 69,839.97 69,839.97 .00 SAL 11/02/95 -373,377.280 373,377.28 .00 .00 -373,377.28 373,377.28 .00 PUR 11/30/95 66,442.840 66,442.84 .00 .00 66,442.84 66,442.84 .00 SAL 12/06/95 -209,517.140 209,517.14 .00 .00 -209,517.14 209,517.14 .00
-17- IRS FORM 5500, ITEM 27d SCHEDULE OF REPORTABLE TRANSACTIONS 5% REPORT BY ASSET - AGGREGATE 1/01/95 THROUGH 12/29/95 DENNY'S, INC. PROFIT SHARING RETIREMENT PLAN
BROKER/PARTY TRAN SETTLE SHARES/ PURCHASE/SALE BROKER OTHER COST OF PREVIOUS NET ASSET DESCRIPTION TYPE DATE UNITS COST/PROCEEDS COMMISSION EXPENSE ASSET ANNUAL MARKET GAIN/LOSS JOHN HANCOCK MUTUAL LIFE INS CO DTD 12/22/92 4.87% DUE 12/31/96 SAL 12/29/95 -10,632,060.820 10,632,060.82 .00 .00 -10,632,060.82 10,632,060.82 .00 PUR 12/29/95 64,013.450 64,013.45 .00 .00 64,013.45 64,013.45 .00 12 PURCHASE FOR 816,477.42 3 SALES FOR 11,214,955.24 ISSUE AGGREGATE TOTAL 12,031,432.66 .00 METROPOLITAN LIFE INS CO DTD 12/22/92 6.00% DUE 12/12/12 SALE 01/31/95 -5,222,204.950 5,222,204.95 .00 .00 -5,222,204.95 5,222,204.95 .00 0 PURCHASE FOR .00 1 SALES FOR 5,222,204.95 ISSUE AGGREGATE TOTAL 5,222,204.95 .00
- 18 - EX-23 2 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-35098 and 33-35099 of Flagstar Companies, Inc. (formerly TW Holdings, Inc.) on Form S-8 of our reports dated June 20, 1996, appearing in this Annual Report on Form 11-K of the Flagstar Thrift Plan (formerly the Thrift Plan for Noncontract Employees of TW Services, Inc.) and the Denny's Inc. Profit Sharing Retirement Plan for the year ended December 31, 1995. DELOITTE & TOUCHE LLP GREENVILLE, SOUTH CAROLINA JUNE 20, 1996 -----END PRIVACY-ENHANCED MESSAGE-----