Q3 Results and Cheddar's Scratch Kitchen Acquisition

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Q3 Results and Cheddar's Scratch Kitchen Acquisition
Q3 Results and
Cheddar’s Scratch Kitchen
Acquisition
Q3 Results and Cheddar's 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 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
 of 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.
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Fiscal Third Quarter Highlights

         Darden Sales ($bn)                                                                                 Same-Restaurant Sales Growth

                                                                                                                   2.6%

                                                                                                                                                                  1.7%
         $1.75 $1.79            $1.69 $1.71                                        $1.85 $1.88                                             1.3%
                                                          $1.61 $1.64
                                                                                                                                                                                         0.9%

         FY15 FY16              FY16 FY17                 FY16 FY17                FY16 FY17
            Q41                       Q1                       Q2                         Q3                      Q4 FY16
                                                                                                                            2
                                                                                                                                          Q1 FY17                Q2 FY17                 Q3 FY17

         Darden Adjusted EPS3

                                                                                                                                                                           $1.21           $1.32
            $1.01            $1.10
                                                                                  $0.88
                                                                $0.68                                                                 $0.64
                                                                                                                     $0.54

            FY15             FY16                               FY16              FY17                               FY16             FY17                                 FY16            FY17
                       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.
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Fiscal Third Quarter Highlights

                        1.4%                               0.2%
                  Same-Restaurant Sales                Same-Restaurant Sales

                     560 bps                             440 bps
                 Same-Restaurant Sales                  Same-Restaurant Sales
                Industry Outperformance1               Industry Outperformance1

               1 Industry   excluding Darden brands.
Q3 Results and Cheddar's Scratch Kitchen Acquisition
A full-service restaurant company with …

      1
     Mission
                               Be financially successful through great people
                            consistently delivering outstanding food, drinks and
                         service in an inviting atmosphere making every guest loyal.

      4
   Competitive
                        Significant
                          Scale
                                       
                                             Extensive
                                           Data & Insights
                                                             
                                                                      Rigorous
                                                                 Strategic Planning
                                                                                      
                                                                                              Results-
                                                                                          Oriented Culture

   Advantages

                                      Back-To-Basics Operating Philosophy

      1
Driving Philosophy
                           Culinary
                          Innovation
                         & Execution
                                            
                                                 Attentive
                                                 Service          
                                                                       Engaging
                                                                      Atmosphere      
                                                                                            Integrated
                                                                                            Marketing

      7
  Iconic Brands
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Shared Operating Philosophy

   Culinary Innovation & Execution           Attentive Service

         Scratch prepared modern       Team Members as real and genuine
       classics & American favorites        as our scratch cooking

       Engaging Atmosphere                Integrated Marketing

        Timeless restaurant design       Targeted local marketing brings
          & décor with character        the “scratch” positioning to life
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Strategic Portfolio Fit

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
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Attractive Restaurant-Level Economics

                       $617M                                          $4.4M
                              Total Revenue                         Avg. Restaurant Volume

                   ~6,300 ~$13.50
                    Avg. Wkly. Guest Count                              Average Check

                          ~17%                                         $72M
                         Average REBITDA1                             Adjusted EBITDA1

                   1   Trailing twelve months ended December 2016
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Significant Room for Growth

                                                Currently: 165 Locations Across 28 States*

           Company-Owned Restaurants
           Franchisee Restaurants
        Pipeline: 3 under construction,
           6 signed leases, 3 additional LOIs

* Represents company-owned and franchised restaurants.
Q3 Results and Cheddar's Scratch Kitchen Acquisition
Powerful Brand Perception

                                                                 Major CD Chains – Value vs. Intent to Recommend
                                53%
Intent to Recommend Top Box %

                                48%

                                43%

                                38%

                                33%

                                                                                                                         n= 700 for each brand
                                28%
                                   38%           40%            42%           44%    46%       48%      50%        52%         54%               56%

                                                                                    Value Top Box %
                                      Source: Technomic
                                      Time Period 12 months ending Sep. '16
Financial Discussion
Margin Analysis

                                                                                                                     Fiscal Q3 2017
                                                                                                                                                     vs. PY* (bps)
                                                                                    ($ millions)                % of Sales                      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                                                        $53.9                       2.9%                                     30
                      Note: Effective Tax Rate                                                                       24.5%

                  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.
Segment Performance

                      Segment Sales ($ millions)

                                                                                                                          Fine Dining                           Other

                            $1,020               $1,035
                                                                           $426                $434
                                                                                                                                                        $256             $256
                                                                                                                       $146                $154

                           FY16 Q3             FY17 Q3                   FY16 Q3             FY17 Q3                 FY16 Q3             FY17 Q3       FY16 Q3          FY17 Q3

                      Segment Profit Margin1

                                                                                                                          Fine Dining                           Other

                                                                                                                      23.2%                23.7%
                             21.6%               21.0%                    20.0%               19.6%
                                                                                                                                                                         17.5%
                                                                                                                                                        16.5%

                           FY16 Q3             FY17 Q3                   FY16 Q3             FY17 Q3                 FY16 Q3             FY17 Q3       FY16 Q3          FY17 Q3

1   Segment profit margin calculated as (sales less costs of food & beverage, restaurant labor, restaurant expenses and marketing expenses) / sales.
Fiscal 2017 Annual Outlook and Fiscal 2018 Capital Spending

                                                     Total Sales                                   ~2.3%

                                                     Same-Restaurant Sales                         ~1.5%
                  Fiscal 2017                        Total Inflation                               ~1.5%
                    Outlook
                                                     Effective Tax Rate                          25% to 26%

                                                     Earnings per Diluted Share                 $3.95 to $4.00

                                                     New Restaurant Openings                      30 to 35
                  Fiscal 2018
                    Capital
                   Spending                          Capital Expenditures                        $360 - $400
                    Outlook                                   New Restaurants                    $150 - $175
                     ($millions)

                                                              Remodels/Maintenance/Tech/Other    $210 - $225

Note: Does not include the impact of Cheddar’s acquisition.
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.
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
A full-service restaurant company with …

      1
     Mission
                               Be financially successful through great people
                            consistently delivering outstanding food, drinks and
                         service in an inviting atmosphere making every guest loyal.

      4
   Competitive
                        Significant
                          Scale
                                       
                                             Extensive
                                           Data & Insights
                                                             
                                                                      Rigorous
                                                                 Strategic Planning
                                                                                      
                                                                                              Results-
                                                                                          Oriented Culture

   Advantages

                                      Back-To-Basics Operating Philosophy

      1
Driving Philosophy
                           Culinary
                          Innovation
                         & Execution
                                            
                                                 Attentive
                                                 Service          
                                                                       Engaging
                                                                      Atmosphere      
                                                                                            Integrated
                                                                                            Marketing

      8
  Iconic Brands
Additional Information
Commodities Outlook – Q4 of Fiscal 2017

           Product Breakdown and Contract Coverage For 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
                                                               100%        80%
                                     Coverage

¹ Includes cheese, cream, butter, and shortening
² Includes breadsticks and pasta
Reported to Adjusted Earnings Reconciliations

                                                                                                                          Fiscal 2016
                                                          Q1 2016                                      Q2 2016                                  Q3 2016                               Q4 2016

                                           Earnings                       Diluted       Earnings                       Diluted Earnings                       Diluted Earnings                       Diluted
                                            Before Income Tax               Net          Before Income Tax               Net    Before Income Tax               Net    Before Income Tax               Net
                                           Income    Expense     Net     Earnings       Income    Expense     Net     Earnings Income    Expense     Net     Earnings Income    Expense     Net     Earnings
 $'s in millions, except EPS                 Tax     (Benefit) Earnings Per Share         Tax     (Benefit) Earnings Per Share   Tax     (Benefit) Earnings Per Share   Tax     (Benefit) 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

                                                        Fiscal 2015
                                                          Q4 2015

                                           Earnings                       Diluted
                                            Before Income Tax               Net
                                           Income    Expense     Net     Earnings
 $'s in millions, except EPS                 Tax     (Benefit) 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

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
on the weighted average share count. Values may not foot due to rounding.
Reported to Adjusted EBIT Margin and Earnings Reconciliations

                                                                           Quarter Ended             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
Fiscal and Comparable Calendar Dates

                   Same-Restaurant Sales Calculation Dates
         Fiscal Calendar Basis                Comparable Calendar Basis
                                         Q4

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