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DARDEN RESTAURANTS INC0000940944false00009409442022-06-232022-06-23


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 23, 2022
(Date of earliest event reported)
DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 1-13666
 
Florida 59-3305930
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
1000 Darden Center Drive, Orlando, Florida 32837
(Address of principal executive offices, including zip code)
(407) 245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, without par value DRI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02 Results of Operations and Financial Condition.

On June 23, 2022, Darden Restaurants, Inc. (the Company) issued a news release entitled “Darden Restaurants Reports Fiscal 2022 Fourth Quarter and Full Year Results; Increases Quarterly Dividend; Authorizes New $1 Billion Share Repurchase Program; And Provides Fiscal 2023 Outlook,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, the slide presentation accompanying the Company’s conference call will be posted on the Company’s website.

As provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), except as expressly set forth by specific reference in such filing.


Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit
Number
Description of Exhibit
99.1


2


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
DARDEN RESTAURANTS, INC.
By: /s/ Rajesh Vennam
Rajesh Vennam
Senior Vice President, Chief Financial Officer and Treasurer
Date: June 23, 2022


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EX-99.1 2 exhibit991-q4fy22.htm EX-99.1 Document




Exhibit 99.1
drilogoa06.jpg
Darden Restaurants Reports Fiscal 2022 Fourth Quarter and Full Year Results;
Increases Quarterly Dividend;
Authorizes New $1 Billion Share Repurchase Program;
And Provides Fiscal 2023 Outlook

ORLANDO, Fla., June 23, 2022 /PRNewswire/ -- Darden Restaurants, Inc. (NYSE:DRI) today reported its financial results for the fourth quarter and fiscal year ended May 29, 2022.
 
Fourth Quarter 2022 Financial Highlights
•Total sales increased 14.2% to $2.60 billion driven by a blended same-restaurant sales increase of 11.7% and sales from 33 net new restaurants
•Same-restaurant sales:
Consolidated Darden 11.7%
Olive Garden 6.5%
LongHorn Steakhouse 10.6%
Fine Dining 34.5%
Other Business 18.5%
•Reported diluted net earnings per share was $2.24 as compared to last year's reported diluted net earnings per share of $2.79 and last year's adjusted diluted net earnings per share of $2.03*
•Net earnings from continuing operations were $282 million
•EBITDA of $431 million*
•The Company repurchased $237 million of its outstanding common stock
* See the "Non-GAAP Information" below for more details.

Fiscal 2022 Financial Highlights
•Total sales increased 33.8% to $9.63 billion driven by a blended same-restaurant sales increase of 30.9% and sales from 33 net new restaurants
•Same-restaurant sales:
Consolidated Darden 30.9%
Olive Garden 24.1%
LongHorn Steakhouse 28.1%
Fine Dining 62.7%
Other Business 42.4%
•Reported diluted net earnings per share was $7.40, as compared to last year's reported diluted net earnings per share of $4.80 and last year's adjusted diluted net earnings per share of $4.31*
•Net earnings from continuing operations were $955 million
•EBITDA of $1,531 billion*
* See the "Non-GAAP Information" below for more details.

“We had a strong quarter despite experiencing high inflation, and fiscal 2022 was a solid year,” said Darden President & CEO Rick Cardenas. "Darden’s competitive advantages enabled our brands to strengthen their business models while our restaurant teams continued to deliver exceptional guest experiences in a challenging operating environment. As we begin our new fiscal year, our focus remains on driving profitable sales, investing in the guest experience and simplifying operations. Darden’s strategy, and our strong balance sheet, positions us well regardless of the operating environment.”
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Segment Performance
Segment profit represents sales, less costs for food and beverage, restaurant labor, restaurant expenses and marketing expenses. Segment profit excludes non-cash real estate related expenses.
Q4 Sales Q4 Segment Profit
($ in millions) 2022 2021
Pre-COVID1
2022 2021
Pre-COVID1
Consolidated Darden $2,602.9 $2,279.2 $2,229.1
Olive Garden $1,193.7 $1,103.7 $1,107.0 $265.3 $281.6 $232.9
LongHorn Steakhouse $647.3 $572.0 $484.4 $115.8 $118.0 $92.9
Fine Dining $210.5 $149.6 $154.6 $44.0 $33.1 $32.1
Other Business $551.4 $453.9 $483.1 $85.9 $86.8 $77.7

Annual Sales Annual Segment Profit
($ in millions) 2022 2021
Pre-COVID2
2022 2021
Pre-COVID2
Consolidated Darden $9,630.0 $7,196.1 $8,765.9
Olive Garden $4,503.9 $3,593.4 $4,390.0 $993.7 $832.9 $898.8
LongHorn Steakhouse $2,374.3 $1,810.4 $1,892.6 $418.4 $323.5 $343.9
Fine Dining $776.2 $443.2 $634.0 $165.0 $80.2 $129.6
Other Business $1,975.6 $1,349.1 $1,849.3 $300.2 $193.0 $259.3

Average weekly sales by segment:
Q4 Average Weekly Sales Annual Average Weekly Sales
2022 2021
Pre-COVID1
2022 2021
Pre-COVID2
Consolidated Darden $107,199 $95,859 $96,542 $99,815 $76,134 $94,148
Olive Garden $103,885 $97,425 $99,105 $98,443 $79,296 $97,759
LongHorn Steakhouse $91,731 $83,004 $73,088 $84,896 $66,261 $70,929
Fine Dining $182,454 $136,426 $152,848 $169,480 $103,813 $152,687
Other Business $120,481 $101,910 $113,838 $108,790 $76,734 $107,285

1 Pre-COVID represents FY2019 Q4.
2 Pre-COVID represents trailing four quarters ended FY2020 Q3

Dividend Declared
Darden's Board of Directors declared a quarterly cash dividend of $1.21 per share, a 10% increase from third quarter fiscal 2022, on the Company's outstanding common stock. The dividend is payable on August 1, 2022 to shareholders of record at the close of business on July 8, 2022.

Share Repurchase Program
During the quarter, the Company repurchased approximately 1.8 million shares of its common stock for a total cost of approximately $237 million. In addition, yesterday, Darden's Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $1 billion of its outstanding common stock. This repurchase program does not have an expiration and replaces the previously existing share repurchase authorization.

“By adhering to our strategy, and pricing below inflation, we ended the year with significantly better margins than pre-COVID,” said CFO Raj Vennam. "As a result, we generated $1.3 billion of cash from operations in fiscal 2022. The strength of our operating model and its ability to generate durable cash flow allows us to be disciplined as we enter fiscal 2023.”
2





Fiscal 2023 Financial Outlook
Below is the full year financial outlook for fiscal 2023. We will provide additional detail on the quarterly flow during our investor conference call scheduled for this morning at 8:30 am ET.
•Total sales of $10.2 to $10.4 billion
•Same-restaurant sales growth of 4% to 6%
•55 to 60 new restaurant openings
•Total capital spending of $500 to $550 million
•Total inflation of approximately 6%
•An effective tax rate of approximately 13.5%
•Diluted net earnings per share from continuing operations of $7.40 to $8.00
•Approximately 124 million weighted average diluted shares outstanding

Annual Meeting of Shareholders
Darden will hold its Annual Meeting of Shareholders on September 21, 2022. The meeting will be held in a virtual format only. The record date for shareholders to vote in the Annual Meeting is July 27, 2022.

Investor Conference Call
The Company will host a conference call and slide presentation on Thursday, June 23, 2022 at 8:30 am ET to review its recent financial performance. To listen to the call live, please go to https://app.webinar.net/odE52WZBJex at least fifteen minutes early to register, download, and install any necessary audio software. Prior to the call, a slide presentation will be posted on the Investor Relations section of our website at: www.darden.com. For those who cannot access the Internet, please dial 1-800-263-0877 and enter passcode 3401699. For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

About Darden
Darden is a restaurant company featuring a portfolio of differentiated brands that include Olive Garden, LongHorn Steakhouse, Cheddar's Scratch Kitchen, Yard House, The Capital Grille, Seasons 52, Bahama Breeze and Eddie V's. For more information, please visit www.darden.com.

Information About Forward-Looking Statements
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, 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: the impacts of the novel coronavirus (COVID-19) pandemic on our business and the response of governments and of our Company to the outbreak, health concerns including food-related pandemics or outbreaks of flu or other viruses, food safety and food-borne illness concerns, the inability to hire, train, reward and retain restaurant team members, a failure to develop and recruit effective leaders, labor and insurance costs, technology failures including failure to maintain a secure cyber network, compliance with privacy and data protection laws and risks of failures or breaches of our data protection systems, risks relating to public policy changes and federal, state and local regulation of our business, intense competition, changing consumer preferences, an inability or failure to manage the accelerated impact of social media, a failure to execute innovative marketing tactics, a failure to address cost pressures, economic factors specific to the restaurant industry and general macroeconomic factors including interest rates, climate change, adverse weather conditions and natural disasters, long-term and non-cancelable property leases, failure to execute a business continuity plan following a disaster, shortages or interruptions in the delivery of food and other products and services, failure to drive profitable sales growth, a lack of availability of suitable locations for new restaurants, higher-than-anticipated costs to open, close, relocate or remodel restaurants, risks of doing business with franchisees, licensees and vendors in foreign markets, volatility in the market value of derivatives, volatility leading to the inability to hedge equity compensation market exposure, failure to protect our intellectual property, litigation, unfavorable publicity, disruptions in the financial markets, impairment in the carrying value of our goodwill or other intangible assets, changes in tax laws or unanticipated tax liabilities, failure of our internal controls over financial reporting and other factors and uncertainties discussed from time to time in reports filed by Darden with the Securities and Exchange Commission.
3






Non-GAAP Information
The information in this press release includes financial information determined by methods other than in accordance with U.S. generally accepted accounting principles (“GAAP”), such as adjusted diluted net earnings per share from continuing operations and EBITDA - earnings before interest, taxes, depreciation and amortization. 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. Reconciliations of these non-GAAP measures are included in this release.

(Analysts) Kevin Kalicak, (407) 245-5870; (Media) Rich Jeffers, (407) 245-4189

Fiscal 2022 EBITDA Reconciliations
$ in millions
Q4 Fiscal 2022
Net Earnings from Continuing Operations $281.7 $954.7
Interest, Net 18.9  68.7 
Income tax expense 37.6  138.8 
Depreciation and amortization 93.0  368.4 
EBITDA $431.2 $1,530.6
    

Reported to Adjusted Earnings Reconciliation
Q4 2021 2021
$ in millions, except per share amounts 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 $306.0 $(63.0) $369.0 $2.79 $576.5 $(55.9) $632.4 $4.80
Adjustments:
Corporate restructuring1
47.8  12.0  35.8  0.27 
Income tax benefit2
99.7  (99.7) (0.76) 99.7  (99.7) (0.76)
Adjusted Diluted Earnings from Continuing Operations $306.0 $36.7 $269.3 $2.03 $624.3 $55.8 $568.5 $4.31
1 Includes cash expenses of approximately $38 million, primarily related to severance and benefits, paid over an eighteen month period, and non-cash expenses of approximately $10 million related to acceleration of equity-settled awards and expense associated with the postretirement benefit plan.
2 Primarily relates to our estimated federal net operating loss (NOL) for fiscal year 2021, which was carried back to the preceding five years. A non-recurring income tax benefit is generated due to the difference in the federal tax rates between fiscal year 2021 and the years to which the NOL was carried back.





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DARDEN RESTAURANTS, INC.
NUMBER OF COMPANY-OWNED RESTAURANTS
5/29/22 5/30/21
Olive Garden 884  875 
LongHorn Steakhouse 546  533 
Cheddar's Scratch Kitchen 172  170 
Yard House 85  81 
The Capital Grille 62  60 
Seasons 52 45  44 
Bahama Breeze 42  42 
Eddie V's 28  26 
The Capital Burger
Darden Continuing Operations 1,867  1,834 
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DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In millions, except per share data)
(Unaudited)

  Three Months Ended Twelve Months Ended
  5/29/2022 5/30/2021 5/29/2022 5/30/2021
Sales $ 2,602.9  $ 2,279.2  $ 9,630.0  $ 7,196.1 
Costs and expenses:
Food and beverage 811.4  663.1  2,943.6  2,072.1 
Restaurant labor 829.3  690.7  3,108.8  2,286.3 
Restaurant expenses 423.8  386.0  1,582.6  1,344.2 
Marketing expenses 20.2  24.3  93.2  91.1 
General and administrative expenses 83.5  97.7  373.2  396.2 
Depreciation and amortization 93.0  89.1  368.4  350.9 
Impairments and disposal of assets, net 3.5  5.2  (2.0) 6.6 
Total operating costs and expenses
$ 2,264.7  $ 1,956.1  $ 8,467.8  $ 6,547.4 
Operating income 338.2  323.1  1,162.2  648.7 
Interest, net 18.9  17.1  68.7  63.5 
Other (income) expense, net —  —  —  8.7 
Earnings before income taxes 319.3  306.0  1,093.5  576.5 
Income tax expense (benefit) 37.6  (63.0) 138.8  (55.9)
Earnings from continuing operations $ 281.7  $ 369.0  $ 954.7  $ 632.4 
Losses from discontinued operations, net of tax expense (benefit) of $0.3, $(0.8), $(0.2) and $(3.2), respectively —  (0.5) (1.9) (3.1)
Net earnings $ 281.7  $ 368.5  $ 952.8  $ 629.3 
Basic net earnings per share:
Earnings from continuing operations $ 2.26  $ 2.82  $ 7.47  $ 4.85 
Losses from discontinued operations —  —  (0.01) (0.02)
Net earnings $ 2.26  $ 2.82  $ 7.46  $ 4.83 
Diluted net earnings per share:
Earnings from continuing operations $ 2.24  $ 2.79  $ 7.40  $ 4.80 
Losses from discontinued operations —  (0.01) (0.01) (0.03)
Net earnings $ 2.24  $ 2.78  $ 7.39  $ 4.77 
Average number of common shares outstanding:
Basic 124.4  130.9  127.8  130.4 
Diluted 125.5  132.4  129.0  131.8 





6






DARDEN RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions)
 
5/29/2022 5/30/2021
(Unaudited)  
ASSETS
Current assets:
Cash and cash equivalents $ 420.6  $ 1,214.7 
Receivables, net 72.0  68.2 
Inventories 270.6  190.8 
Prepaid income taxes 274.8  337.2 
Prepaid expenses and other current assets 141.4  60.2 
Total current assets $ 1,179.4  $ 1,871.1 
Land, buildings and equipment, net 3,356.0  2,869.2 
Operating lease right-of-use assets 3,465.1  3,776.4 
Goodwill 1,037.4  1,037.4 
Trademarks 806.3  806.3 
Other assets 291.6  295.7 
Total assets $ 10,135.8  $ 10,656.1 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 366.9  $ 304.5 
Accrued payroll 181.5  177.4 
Accrued income taxes 32.1  35.9 
Other accrued taxes 64.5  60.5 
Unearned revenues 498.0  474.2 
Other current liabilities 704.5  795.8 
Total current liabilities $ 1,847.5  $ 1,848.3 
Long-term debt 901.0  929.8 
Deferred income taxes 201.1  221.6 
Operating lease liabilities - non-current 3,755.8  4,088.5 
Other liabilities 1,232.2  754.8 
Total liabilities $ 7,937.6  $ 7,843.0 
Stockholders’ equity:
Common stock and surplus $ 2,226.0  $ 2,286.6 
Retained earnings (deficit) (25.9) 522.3 
Accumulated other comprehensive income (loss) (1.9) 4.2 
Total stockholders’ equity $ 2,198.2  $ 2,813.1 
Total liabilities and stockholders’ equity $ 10,135.8  $ 10,656.1 
7






DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
  Twelve Months Ended
  5/29/2022 5/30/2021
Cash flows—operating activities
Net earnings $ 952.8  $ 629.3 
Losses from discontinued operations, net of tax 1.9  3.1 
Adjustments to reconcile net earnings from continuing operations to cash flows:
Depreciation and amortization 368.4  350.9 
Impairments and disposal of assets, net (2.0) 6.6 
Stock-based compensation expense 60.5  72.4 
Change in current assets and liabilities and other, net (117.0) 131.2 
Net cash provided by operating activities of continuing operations $ 1,264.6  $ 1,193.5 
Cash flows—investing activities
Purchases of land, buildings and equipment (376.9) (254.9)
Proceeds from disposal of land, buildings and equipment 10.1  5.4 
Purchases of capitalized software and changes in other assets, net (22.2) (14.2)
Net cash used in investing activities of continuing operations $ (389.0) $ (263.7)
Cash flows—financing activities
Net proceeds from issuance of common stock 40.2  46.2 
Dividends paid (563.0) (202.6)
Repurchases of common stock (1,071.3) (45.4)
Proceeds from (repayments of) short-term debt, net —  (270.0)
Other, net (15.6) (7.1)
Net cash used in financing activities of continuing operations $ (1,609.7) $ (478.9)
Cash flows—discontinued operations
Net cash provided by (used in) operating activities of discontinued operations (8.5) 0.5 
Net cash provided by (used in) discontinued operations $ (8.5) $ 0.5 
(Decrease) increase in cash and cash equivalents (742.6) 451.4 
Cash and cash equivalents - beginning of period 1,214.7  763.3 
Cash and cash equivalents - end of period $ 472.1  $ 1,214.7 

Reconciliation of cash, cash equivalents, and restricted cash: 5/29/2022 5/30/2021
Cash and cash equivalents $ 420.6  $ 1,214.7 
Restricted cash included in prepaid expenses and other current assets 51.5 — 
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 472.1  $ 1,214.7 
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