Q3 Results and Cheddars Scratch Kitchen Acquisition Disclaimer / - - PowerPoint PPT Presentation

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Q3 Results and Cheddars Scratch Kitchen Acquisition Disclaimer / - - PowerPoint PPT Presentation

Q3 Results and Cheddars Scratch Kitchen Acquisition Disclaimer / Non-GAAP Information IMPORTANT NOTICE The following slides are part of a presentation by Darden Restaurants, Inc. (the "Company") and are intended to be viewed as


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Q3 Results and Cheddar’s Scratch Kitchen Acquisition

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Disclaimer / Non-GAAP Information

The following slides are part of a presentation by Darden Restaurants, Inc. (the "Company") and are intended to be viewed as part of that presentation (the "Presentation"). No representation is made that the Presentation is complete.

Forward-looking statements in this communication regarding our expected earnings performance and all other statements that are not historical facts, including without limitation statements concerning our future economic performance and expenses, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements speak only as of the date on which such statements are first made, and we undertake no obligation to update such statements to reflect events or circumstances arising after such date. We wish to caution investors not to place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties that could cause actual results to materially differ from those anticipated in the statements. The most significant of these uncertainties are described in Darden's Form 10-K, Form 10-Q and Form 8-K reports. These risks and uncertainties include technology failures including failure to maintain a secure cyber network, food safety and food-borne illness concerns, litigation, unfavorable publicity, risks relating to public policy changes and federal, state and local regulation of our business, labor and insurance costs, failure to execute a business continuity plan following a disaster, health concerns including food-related pandemics or virus outbreaks, intense competition, failure to drive profitable sales growth, our plans to expand our smaller brands Bahama Breeze, Seasons 52 and Eddie V's, a lack of availability of suitable locations for new restaurants, higher-than-anticipated costs to open, close, relocate or remodel restaurants, a failure to execute innovative marketing tactics, a failure to develop and recruit effective leaders, a failure to address cost pressures, shortages or interruptions in the delivery of food and other products and services, adverse weather conditions and natural disasters, volatility in the market value of derivatives, economic factors specific to the restaurant industry and general macroeconomic factors including interest rates, disruptions in the financial markets, risks of doing business with franchisees and vendors in foreign markets, failure to protect our intellectual property, impairment in the carrying value of our goodwill or other intangible assets, failure of our internal controls over financial reporting, an inability or failure to manage the accelerated impact

  • f social media, our ability to successfully complete our acquisition of Cheddar’s Scratch Kitchen and integrate it into our business, including our

ability to realize anticipated synergies and tax benefits arising from the acquisition and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission. The information in this communication includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”), such as adjusted net earnings per diluted share from continuing operations. The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

IMPORTANT NOTICE

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SLIDE 3

$1.01 $0.68 $0.54 $1.21 $1.10 $0.88 $0.64 $1.32 FY15 FY16 FY16 FY17 FY16 FY17 FY16 FY17

Darden Adjusted EPS3

Q41 Q1 Q2 Q3 $1.75 $1.69 $1.61 $1.85 $1.79 $1.71 $1.64 $1.88 FY15 FY16 FY16 FY17 FY16 FY17 FY16 FY17

Darden Sales ($bn)

Q41 Q1 Q2 Q3

1 FY15 Q4 adjusted to exclude $0.13bn in sales and $0.07 in adjusted diluted earnings per share due to the 53rd week. 2 Comparable Calendar Basis. A schedule of comparable calendar dates can be found in the additional information section of this presentation. 3 EPS values, except for FY17 Q1, Q2 & Q3, are adjusted for special items. A reconciliation of reported to adjusted numbers can be found in the additional information section of this presentation.

2.6% 1.3% 1.7% 0.9%

Q4 FY16 Q1 FY17 Q2 FY17 Q3 FY17

Same-Restaurant Sales Growth

Fiscal Third Quarter Highlights

2

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1 Industry excluding Darden brands.

1.4%

Same-Restaurant Sales

560 bps

Same-Restaurant Sales Industry Outperformance1

0.2%

Same-Restaurant Sales

440 bps

Same-Restaurant Sales Industry Outperformance1

Fiscal Third Quarter Highlights

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SLIDE 5

Back-To-Basics Operating Philosophy

7

Iconic Brands

1

Driving Philosophy

1

Mission

Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.

Culinary Innovation & Execution Attentive Service Engaging Atmosphere Integrated Marketing

  

4

Competitive Advantages

Significant Scale Extensive Data & Insights Rigorous Strategic Planning Results- Oriented Culture

  

A full-service restaurant company with …

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Culinary Innovation & Execution Integrated Marketing Attentive Service Engaging Atmosphere

Scratch prepared modern classics & American favorites Team Members as real and genuine as our scratch cooking Timeless restaurant design & décor with character Targeted local marketing brings the “scratch” positioning to life

Shared Operating Philosophy

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Differentiated “scratch” kitchen concept complements portfolio Allows Darden to compete as an undisputed value leader in the full-service, varied menu category Experienced management team with shared values

Strategic Portfolio Fit

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~6,300

  • Avg. Wkly. Guest Count ~$13.50

Average Check

Attractive Restaurant-Level Economics

1 Trailing twelve months ended December 2016

$617M

Total Revenue

$4.4M

  • Avg. Restaurant Volume

$72M

Adjusted EBITDA1

~17%

Average REBITDA1

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Company-Owned Restaurants Franchisee Restaurants

Currently: 165 Locations Across 28 States*

* Represents company-owned and franchised restaurants.

Pipeline: 3 under construction, 6 signed leases, 3 additional LOIs

Significant Room for Growth

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Major CD Chains – Value vs. Intent to Recommend Intent to Recommend Top Box % Value Top Box %

28% 33% 38% 43% 48% 53% 38% 40% 42% 44% 46% 48% 50% 52% 54% 56%

n= 700 for each brand

Source: Technomic Time Period 12 months ending Sep. '16

Powerful Brand Perception

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Financial Discussion

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Margin Analysis

Fiscal Q3 2017

($ millions) % of Sales

  • vs. PY* (bps)

Favorable/(Unfavorable)

Sales $1,878.7 Food & Beverage $541.5 28.8% 30 Restaurant Labor $578.3 30.8% 20 Restaurant Expenses $320.4 17.1% (60) Marketing $54.6 2.9% (20) Restaurant-Level EBITDA $383.9 20.4% (20) G&A $87.2 4.6% 20 Depreciation & Amortization $67.9 3.6% Flat Impairments ($0.7) 0.0% (10) EBIT $229.5 12.2% (10) Interest Expense $9.3 0.5% 10 EBT $220.2 11.7% Flat Income Tax Expense

Note: Effective Tax Rate

$53.9

2.9%

24.5%

30 EAT $166.3 8.9% 40

Note: Percentages may not foot due to rounding. * Compared to FY16 Q3 adjusted performance. A reconciliation of reported to adjusted numbers can be found in the additional information section of this presentation.

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1 Segment profit margin calculated as (sales less costs of food & beverage, restaurant labor, restaurant expenses and marketing expenses) / sales.

Segment Sales ($ millions) Segment Profit Margin1

Segment Performance

$1,020 $1,035 FY16 Q3 FY17 Q3

$426 $434 FY16 Q3 FY17 Q3 $146 $154 FY16 Q3 FY17 Q3 $256 $256 FY16 Q3 FY17 Q3

Fine Dining Other Fine Dining Other 21.6% 21.0% FY16 Q3 FY17 Q3

20.0% 19.6% FY16 Q3 FY17 Q3 23.2% 23.7% FY16 Q3 FY17 Q3 16.5% 17.5% FY16 Q3 FY17 Q3

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Fiscal 2017 Annual Outlook and Fiscal 2018 Capital Spending

Fiscal 2017 Outlook Total Sales ~2.3% Same-Restaurant Sales ~1.5% Total Inflation ~1.5% Effective Tax Rate 25% to 26% Earnings per Diluted Share $3.95 to $4.00 Fiscal 2018 Capital Spending Outlook

($millions)

New Restaurant Openings 30 to 35 Capital Expenditures $360 - $400 New Restaurants $150 - $175 Remodels/Maintenance/Tech/Other $210 - $225

Note: Does not include the impact of Cheddar’s acquisition.

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Darden to acquire Cheddar's for $780 million

10.4x LTM EBITDA1 purchase multiple, net of certain tax benefits estimated at approximately $30 million Additional $10 million for certain Cheddar’s transaction-related tax attributes Reimburse equityholders for pre-closing capital expenditures on new restaurants under development Funded with new debt and cash-on-hand

Resulting in Adj. Debt to Adj. EBITDAR of 2.3x

Expected to close in fiscal 2017 fourth quarter

(1) Pro forma for Cheddar’s acquisition of the restaurants owned by its largest franchisee, Greer, for the trailing twelve months ended December 2016. This acquisition occurred in January 2017.

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Darden to acquire Cheddar's for $780 million

Expected run-rate synergies of $20 to $25 million representing approximately 4% of sales

Savings of >5% of sales in prior acquisitions

Accretive to Darden’s diluted net earnings per share, excluding acquisition and integration-related expenses

Approximately 12 cents in fiscal 2018 and 20 to 25 cents by the end of fiscal 2019 Total acquisition and integration-related expenses of approximately $25 to $35 million

Strengthens Long-Term Value Creation Framework Immediate focus on integrating Cheddar's and realizing anticipated cost synergies Committed to maintaining investment grade credit profile

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Back-To-Basics Operating Philosophy

8

Iconic Brands

1

Driving Philosophy

1

Mission

Be financially successful through great people consistently delivering outstanding food, drinks and service in an inviting atmosphere making every guest loyal.

Culinary Innovation & Execution Attentive Service Engaging Atmosphere Integrated Marketing

  

4

Competitive Advantages

Significant Scale Extensive Data & Insights Rigorous Strategic Planning Results- Oriented Culture

  

A full-service restaurant company with …

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Additional Information

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 Product Breakdown and Contract Coverage For Q4 of Fiscal 2017

¹ Includes cheese, cream, butter, and shortening ² Includes breadsticks and pasta

Commodities Outlook – Q4 of Fiscal 2017

Q4 FY2017 Spend by Category Coverage Outlook Beef 20% 80% Mid Single Digit Deflation Produce 13% 80% Low Single Digit Inflation Dairy / Oil1 10% 50% Low Single Digit Inflation Seafood 10% 95% Mid Single Digit Inflation Wheat2 7% 100% Flat Chicken 7% 95% Low Single Digit Inflation Non-Perishable / Other 33% 60% Flat Weighted Average Coverage 100% 80%

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Reported to Adjusted Earnings Reconciliations

Note: The sum of the quarterly Diluted EPS amounts do not total the annual EPS amounts due to the impact of the timing of share repurchases

  • n the weighted average share count. Values may not foot due to rounding.

Q1 2016 Q2 2016 Q3 2016 Q4 2016

$'s in millions, except EPS

Earnings Before Income Tax Income Tax Expense (Benefit) Net Earnings Diluted Net Earnings Per Share Earnings Before Income Tax Income Tax Expense (Benefit) Net Earnings Diluted Net Earnings Per Share Earnings Before Income Tax Income Tax Expense (Benefit) Net Earnings Diluted Net Earnings Per Share Earnings Before Income Tax Income Tax Expense (Benefit) Net Earnings Diluted Net Earnings Per Share Reported Earnings from Continuing Operations $111.8 $30.8 $81.0 $0.63 $24.4 ($5.7) $30.1 $0.23 $138.1 $29.9 $108.2 $0.84 $175.4 $35.0 $140.4 $1.10 Adjustments: Debt retirement costs

  • $35.6

$13.6 $22.0 $0.17 $71.3 $27.3 $44.0 $0.34

  • Real estate plan implementation

$8.8 $2.2 $6.6 $0.05 $31.0 $9.6 $21.4 $0.16 $6.2 $1.3 $4.9 $0.03 $2.0 $1.8 $0.2

  • Strategic action plan and other costs
  • $3.0

($3.0) ($0.02)

  • Adjusted Earnings from Continuing

Operations $120.6 $33.0 $87.6 $0.68 $91.0 $20.5 $70.5 $0.54 $215.6 $58.5 $157.1 $1.21 $177.4 $36.8 $140.6 $1.10

$'s in millions, except EPS

Earnings Before Income Tax Income Tax Expense (Benefit) Net Earnings Diluted Net Earnings Per Share Reported Earnings from Continuing Operations $126.5 $8.4 $118.1 $0.92 Adjustments: Strategic action plan and other costs $35.1 $13.5 $21.6 $0.16 Adjusted Earnings from Continuing Operations $161.6 $21.9 $139.7 $1.08 Remove 53rd week impact ($14.9) ($5.7) ($9.2) ($0.07) Adjusted Earnings from Continuing Operations (52-week basis) $146.7 $16.2 $130.5 $1.01

Fiscal 2016 Fiscal 2015

Q4 2015

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Reported to Adjusted EBIT Margin and Earnings Reconciliations

Change (in millions) 2/26/2017 2/28/2016 (bps) Sales - as reported 1,878.7 $ 1,847.5 $ Earnings from continuing operations - as reported 166.3 $ 108.2 $ Interest, net - as reported 9.3 83.1 Income taxes - as reported 53.9 29.9 EBIT from continuing operations 229.5 $ 221.2 $ EBIT Margin from continuing operations 12.2% 12.0% 20 EBIT Impacts

  • 6.0

(1) Adjusted EBIT from continuing operations 229.5 227.2 Adjusted EBIT Margin from continuing operations 12.2% 12.3% (10) Earnings from continuing operations - as reported 166.3 $ 108.2 $ EBIT Impacts

  • 6.0

(1) Interest expense impacts

  • 71.3

(2) Income tax impacts of adjustments

  • (28.5)

Adjusted earnings from continuing operations 166.3 157.0 Adjusted earnings Margin from continuing operations 8.9% 8.5% 40

(1) Represents costs associated with real estate implementation (2) Represents costs associated with debt retirement

Quarter Ended

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Fiscal and Comparable Calendar Dates

Same-Restaurant Sales Calculation Dates Fiscal Calendar Basis Comparable Calendar Basis

Q4 February 29, 2016 - May 29, 2016 vs. February 23, 2015 - May 24, 2015 February 29, 2016 - May 29, 2016 vs. March 2, 2015 - May 31, 2015