TRICON GLOBAL RESTAURANTS INC
8-K, 1998-04-28
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                                  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 (Date of earliest event reported)
                                 April 27, 1998


                         TRICON GLOBAL RESTAURANTS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     North Carolina                 1-13163                  13-3951308
- -----------------------------      -----------         ----------------------
(State or other jurisdiction      (Commission              (IRS Employer
of incorporation)                  File Number)             Identification No.)


                 1441 Gardiner Lane, Louisville, Kentucky 40213
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (502) 874-8300
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>


Item 5.           OTHER EVENTS

                  On April 27, 1998,  TRICON Global  Restaurants,  Inc. issued a
                  press  release with respect to earnings for the first  quarter
                  of 1998.  A copy of such press  release is attached  hereto as
                  Exhibit 99 and incorporated herein by reference.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

                  (c)      Exhibits

                           99       Press Release dated April 27, 1998 from 
                                    TRICON Global Restaurants, Inc.


                                       2
<PAGE>


                                   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.


                         TRICON GLOBAL RESTAURANTS, INC.
                                  (Registrant)


Date:    April 27, 1998               /s/      Robert L. Carleton
         --------------               ---------------------------
                                       Senior Vice President and
                                       Controller and Chief Accounting Officer



                                       3
<PAGE>


                                                                      Exhibit 99


                  TRICON ANNOUNCES FIRST QUARTER 1998 RESULTS.
     EARNINGS OF $54 MILLION, OR $.35 PER DILUTED SHARE, ABOVE EXPECTATIONS.

LOUISVILLE,  KY (April 27, 1998) -- Tricon Global Restaurants,  Inc. (NYSE: YUM)
reported first quarter earnings of $54 million,  or $0.35 per diluted share, for
the period ended March 21, 1998. Operating earnings before facility actions were
$38 million,  or $0.25 per diluted share;  facility actions net gain totaled $16
million, or $0.10 per diluted share. As expected, operating earnings comparisons
for the first quarter were negative as strong profit growth at Pizza Hut and KFC
in the U.S.  was more  than  offset  by  declines  in Asia,  Year  2000  systems
spending,  and  increased  administrative  and interest  expenses  attributed to
operating as an independent,  publicly owned company. The decline also reflected
the absence of $5 million in profits from non-core businesses sold in 1997.

In the U.S., company same store sales at Pizza Hut were up five percent,  led by
the  introduction  of The Edge  pizza late last year and  continued  operational
progress.  KFC's company same store sales grew more than four percent, driven by
product  promotions,  while Taco Bell's  company same store sales declined three
percent due to the overlap of last year's highly successful Star Wars promotion.

                                Financial Summary
                               First Quarter, 1998
                         (MMs except per share amounts)

                                                                           
                                                                      % Change
                                    1998              1997 (a)          B/(W)
                                 -----------       -------------    ------------
System Sales                     $  4,557          $  4,584               (1)

Company revenues                    1,921             2,237              (14)

Operating profit                      139               150               (7)
Interest expense                       69                66               (5)
Income tax provision                   32                38               16
                                 -----------       -------------    ------------
Operating Earnings (b)           $     38          $     46              (17)
                                 ===========       =============    ============

Earnings per diluted share components (c):

Operating Earnings - core        $    .25          $    .28              (12)
Operating Earnings - non-core          .00              .02              n/m
Facility Actions Net Gain              .10              .04              n/m
                                 -----------       -------------    ------------
Total                            $    .35          $    .34                4
                                 ===========       =============    ============

(a)  1997  includes  the  results  of  Tricon's  non-core  businesses  that were
     disposed of in 1997.  Comparison of 1998 versus 1997 core business  results
     are reflected in the attached condensed  consolidated  statement of income.
(b)  Before  facility  actions net gain.  
(c)  The percentage change in EPS was calculated by using EPS calculated to four
     decimal places to eliminate the effects of rounding.

                                       1

<PAGE>


Andrall E. Pearson, Chairman and CEO stated:

"Our results in the quarter exceeded our expectations despite a higher tax rate.
This performance reflects exceptional effort from our international group in the
midst of the ongoing Asian  economic  turmoil and continued  improvement  in the
domestic Pizza Hut business  versus the fourth  quarter of last year.  Also, the
benefits  of the fourth  quarter  charge  last year helped to offset the adverse
impact of Asia and information  system spending  related to Year 2000. I believe
we're  making  significant  progress in  establishing  an  effective,  efficient
organization  to support our  commitment to  consistently  deliver annual system
sales growth, bottomline profits and enhanced cash flows.

Despite our tough comparisons  versus prior year in the first half of this year,
we are still targeting at least one point of store level margin  improvement for
1998,  with about  three-quarters  coming from the portfolio  effect of facility
actions.  Our  outlook for 1998 is still  on-track  from both an  operating  and
facility action basis despite a  higher-than-anticipated  effective tax rate for
the year. I believe that our reinvigorated operational base coupled with a solid
line-up of new products and marketing  initiatives will give us momentum through
the year.

We also have a very strong refranchising pipeline that will allow us to meet our
refranchising  objectives  for the year and contribute to paying down about $400
million in total  debt.  We continue  to reduce our  exposure  to interest  rate
changes by using a combination  of fixed rate debt and interest rate swaps.  Our
target  capital  structure  includes 50 percent  fixed rate debt compared to our
almost 100 percent  floating  rate debt when we were spun off from  PepsiCo last
October."

Highlights in the quarter include:

- -    Pizza Hut U.S. company same store sales up five percent.
- -    KFC U.S. company same store sales up more than four percent.
- -    Strong  company  same store sales  growth in local  currency in key markets
     such as Mexico, the U.K. and Poland.
- -    Portfolio  activity  reduced  Tricon's  ownership  level,  including  joint
     ventures, down to 36.5 percent.
- -    Paid down $57 million of bank term debt.
- -    In Q4, 1997 and Q1,  1998  closed 238 Pizza Hut units and 25  international
     units that were written down in the Q4, 1997 unusual charge.

The following  discussion is based on Tricon's  businesses in 1998 which include
the  worldwide  operations  of KFC,  Taco Bell and  Pizza Hut (core  businesses)
versus  Tricon's  operations  in 1997 which also include the results of non-core
businesses  disposed  of in 1997.  Where  material,  the impact of the  non-core
businesses  on growth  rates is noted.  Same store sales  refer to U.S.  company
stores only.

Consolidated Results
- --------------------
System sales represent the combined sales of company,  franchised,  licensed and
joint venture  units.  Worldwide  system sales  declined one percent as new unit
development  was more than  offset by the  adverse  impact of  foreign  currency
translation and store closures.

Worldwide   company   revenues    represent   sales   of   company   units   and
franchise/license  fees.  Worldwide  company  revenues  declined 14 percent as a
result  of  refranchising  and  store  closures,  the loss of  revenue  from our
non-core businesses and the adverse impact of foreign currency translation.  The
decline was partially  offset by a 15 percent  increase in franchise fees, which
was driven by additional units.  Excluding the impact of the non-core businesses
sold in 1997, worldwide company revenue declined 10 percent.


                                       2
<PAGE>

Company  store  margins as a percent of sales  increased 20 basis points for the
quarter.  The increase was driven by the portfolio  effect of facility  actions,
which contributed about 90 basis points in the quarter.  The favorable impact of
facility actions and the fourth quarter restructuring  benefits more than offset
declines in  transactions  in the U.S.  Higher labor costs driven in the U.S. by
minimum  wage  increases  and  investments  in our  core  growth  strategy  that
recognizes  the  Restaurant  General  Manager as the foundation for a successful
restaurant were largely offset by favorable pricing.

General,  administrative  and other  expenses,  which include  foreign  exchange
gains/losses and income/losses from joint ventures, were down three percent. The
decline  was driven by the  favorable  impact of the  disposal  of our  non-core
businesses and the benefits of stores  refranchised or closed.  The decrease was
partially offset by investment  spending,  primarily Year 2000 initiatives,  and
increased administrative expenses as an independent, publicly owned company.

U.S. Operations
- ---------------
Same store sales at Pizza Hut were up five percent driven by strong performances
in both  delivery and  traditional  Red Roof units driven by The Edge pizza that
was launched late last year.  KFC's same store sales grew more than four percent
led by strong product  promotions that drove transactions such as Honey Barbecue
Wings and Original  Recipe.  Taco Bell's same store sales declined three percent
in the quarter as they overlapped the highly successful Star Wars promotion last
year.  Early in the  second  quarter,  Taco  Bell's  transaction  growth  turned
positive after the launch of Gorditas, our new flat bread taco.

International Operations
- ------------------------
International  system sales  decreased  six percent as the benefits of new units
were more than offset by the negative impact of foreign currency translation and
store closures.  Excluding the negative impact of currency  translation,  system
sales increased six percent.

International company revenues decreased 12 percent driven by the adverse impact
of foreign  currency  translation  in areas such as Asia and  Australia  and the
absence of company store revenue from refranchising and store closures. Asia was
also adversely  impacted by reduced  consumer  demand.  These declines more than
offset increased  volumes in Mexico,  Spain,  Poland and the U.K.  Excluding the
negative impact of currency translation, company revenues declined two percent.

Operating profit declined seven percent driven by economic  difficulties in Asia
which were  partially  offset by  favorable  performance  in  several  countries
including Mexico, the U.K. and Poland and benefits of the fourth quarter charge.

This  announcement  contains  forward-looking  statements  that estimate  future
results from  strategic  actions.  These  "forward-looking"  statements  reflect
management's  expectations and are based upon currently available data; however,
actual results are subject to future events and uncertainties, which could cause
actual results to differ from those projected in these statements.  Factors that
can cause actual results to differ include economic and political  conditions in
the  countries  and  territories  where  Tricon  operates,  the  impact  of such
conditions on consumer spending and currency  exchange rates,  pricing pressures
resulting from competitive  discounting,  new product and concept development by
Tricon  and other food  industry  competitors,  and  fluctuations  in  commodity
prices.  Further information on factors that could affect Tricon's financial and
other results are included in the company's Forms 10-Q and 10-K,  filed with the
Securities and Exchange Commission.

Contact:          Lynn A. Tyson
                  Vice President, Investor Relations
                  502-874-8617

                                       3
<PAGE>


                         TRICON Global Restaurants, Inc.
                   Condensed Consolidated Statement Of Income
             (tabular amounts in millions, except per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              12 Weeks Ended                  1998 % Change
                                                       -----------------------------     -------------------------
                                                                                          Reported         Core
                                                        3/21/98        3/22/97(a)           B/(W)          B/(W)
                                                       -----------     -------------     ------------    ---------
REVENUES
<S>                                                    <C>             <C>                    <C>            <C> 
Company sales                                          $   1,790       $   2,123              (16)           (11)
Franchise and license fees                                   131             114               15             16
                                                       -----------     -------------
                                                           1,921           2,237              (14)           (10)
                                                       -----------     -------------
Costs and expenses, net
Company restaurants
  Food and paper                                             579             684               15             11
  Payroll and employee benefits                              538             633               15             10
  Occupancy and other operating expenses                     472             572               17             14
                                                       -----------     -------------
                                                           1,589           1,889               16             12
General, administrative and 
  other expenses (b)                                         193             198                3             (2)
Facility actions net gain (c)                                (29)            (12)              NM             NM
                                                       -----------     -------------
Total costs and expenses, net                              1,753           2,075               16             11
                                                       -----------     -------------

Operating Profit (d)                                         168             162                4              7

Interest expense, net (b)                                     69              66               (5)            (6)
                                                       -----------     -------------

Income Before Income Taxes                                    99              96                3              8

Income Tax Provision (e)                                      45              44               (2)            (5)
                                                       -----------     -------------

Net Income                                             $      54       $      52                4             10
                                                       ===========     =============

Basic Earnings Per Common Share                        $     .36
                                                       ===========

Average Shares Outstanding  - Basic                          152
                                                       ===========

Diluted Earnings Per Common Share                      $     .35
                                                       ===========

Average Shares Outstanding - Diluted                         154
                                                       ===========

Pro Forma Diluted Earnings Per Common Share (f)                         $    .34
                                                                       =============

Pro Forma Average Shares Outstanding  - Diluted (f)                          154
                                                                       =============
</TABLE>

NM - Not Meaningful

See accompanying notes.

                                       4
<PAGE>

NOTES TO THE CONDENSED CONSOLIDATED STATEMENT OF INCOME:

(a)  Results for the 12 weeks ended March 22, 1997  included the  non-core  U.S.
     businesses  disposed of in 1997.  Following  is a summary of the  operating
     results of the non-core businesses during the first quarter of 1997:


        Revenues                                                $     103
        Operating profit                                                5
        Net income                                                      3
        Pro forma diluted earnings per common share                   .02

(b)  Includes  PepsiCo's  allocations  of  interest  expense of $60  million and
     general and  administrative  expenses of $12 million for the 12 weeks ended
     March 22, 1997.  These  allocations  are not indicative of amounts which we
     would have incurred if we had been an independent publicly owned entity for
     all periods presented.

(c)  Facility actions net gain included the following:


                                                      12 Weeks Ended
                                               -----------------------------
                                                 3/21/98          3/22/97
                                               -------------    ------------
        Refranchising gains                    $    (29)        $    (16)
        Store closure costs                          -                 4
                                               -------------    ------------
        Net gain                               $    (29)        $    (12)
                                               =============    ============
        After-tax net gain                     $    (16)        $     (6)
                                               =============    ============

(d)  Following is a reconciliation of the reported operating profit to operating
     profit before facility actions net gain:


                                                       12 Weeks Ended
                                                 ----------------------------
                                                   3/21/98         3/22/97
                                                 -------------    -----------
        Reported operating profit                $    168         $    162
        Facility actions net gain                     (29)             (12)
                                                 =============    ===========
        Operating profit before facility 
          actions net gain                       $    139          $   150
                                                 =============    ===========

(e)  The effective tax rates on reported  income were 45.3% and 45.8% for the 12
     weeks ended March 21, 1998 and March 22, 1997, respectively.

(f)   The shares used to compute pro forma diluted earnings per common share for
      the 12 weeks  ended  March 22,  1997 were based upon 154  million  shares,
      assuming the 152 million  shares  issued at Spin-off and dilutive  options
      for the first quarter of 1998 had been  outstanding  from the beginning of
      fiscal  1997.  The shares  used for the second and third  quarters of 1998
      will similarly be used for the pro forma earnings per common share for the
      second and third quarters of 1997.

                                       5
<PAGE>


                         TRICON Global Restaurants, Inc.
             Supplemental Schedule of Revenues and Operating Profit
                                  (in millions)
                                   (unaudited)
<TABLE>
<CAPTION>
                                        12 Weeks Ended                    1998 % Change
                                  ---------------------------
                                                                     Reported          Core 
                                   3/21/98       3/22/97 (a)           B/(W)           B/(W)
                                  -----------    ------------      ------------    ------------
SYSTEM SALES (b)
<S>                               <C>            <C>                   <C>              <C>
  U.S.                            $   3,057      $   2,996             N/A              2
  International                       1,500          1,588             N/A             (6)
                                  ===========    ============
  Total                           $   4,557      $   4,584             N/A             (1)
                                  ===========    ============

REVENUES
  U.S.                            $   1,467      $   1,724            (15)            (10)
  International                         454            513            (12)            (12)
                                  ===========    ============
  Total                           $   1,921      $   2,237            (14)            (10)
                                  ===========    ============

OPERATING PROFIT
  U.S.                            $     126      $     119              6              11
  International                          42             45             (7)             (7)
                                  -----------    ------------
  Total                                 168            164              2               6
  Unallocated expenses                  (28)           (11)            NM              NM
  Foreign exchange loss                  (1)            (3)            67              67
                                  -----------    ------------
  Ongoing operating profit              139            150             (7)             (4)
  Facility actions net gain (c)          29             12              NM             NM
                                  -----------    ------------
  Total Operating Profit          $     168      $     162              4               7
                                  ===========    ============
</TABLE>
NM - Not Meaningful See accompanying notes.

NOTES TO THE SUPPLEMENTAL SCHEDULE OF REVENUES AND OPERATING PROFIT:

(a)  Results for the 12 weeks ended March 22, 1997  included the  non-core  U.S.
     businesses  disposed of in 1997.  Following  is a summary of the  operating
     results of the non-core businesses during the first quarter of 1997:

        Revenues                         $    103
        Operating Profit                        5

(b)  Excludes the non-core businesses.

(c)  Facility actions net gain (loss) included the following:

                                                12 Weeks Ended
                                         ------------------------------
                                           3/21/98          3/22/97
                                         -------------    -------------

        Refranchising gains              $     29         $     16
        Store closure costs                    -                (4)
                                         =============    =============
                                         $     29         $     12
                                         =============    =============

        U.S.                             $     27         $     13
        International                           2               (1)
                                         =============    =============
                                         $     29         $     12
                                         =============    =============

                                       6
<PAGE>


                         TRICON Global Restaurants, Inc.
                      Restaurant Units Activity Summary (a)
                      For the 12 Weeks Ended March 21, 1998
                                   (unaudited)

<TABLE>
<CAPTION>
                                                              Joint
                                    Company-Operated         Ventures         Franchised         Licensed         Total
                                    ------------------    --------------    --------------    -------------    -----------
Pizza Hut U.S.
<S>                 <C>                    <C>                     <C>           <C>              <C>             <C>  
Balance at December 27, 1997               3,823                   -             3,581            1,294           8,698
  New builds and acquisitions                  2                   -                 9               90             101
  Refranchising and licensing                (39)                  -                39               -               -
  Closures                                  (182)                  -               (29)             (20)           (231)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  3,604                   -             3,600            1,364           8,568
                                    ==================    ==============    ==============    =============    ===========
Taco Bell U.S.
Balance at December 27, 1997               2,149                   -             2,826            1,793           6,768
  New builds and acquisitions                 -                    -                25               49              74
  Refranchising and licensing                (91)                  -                89                2              -
  Closures                                   (18)                  -               (15)             (58)            (91)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  2,040                   -             2,925            1,786           6,751
                                    ==================    ==============    ==============    =============    ===========
KFC U.S.
Balance at December 27, 1997               1,850                   -             3,190               80           5,120
  New builds and acquisitions                  5                   -                17               -               22
  Refranchising and licensing                (52)                  -                52               -               -
  Closures                                   (14)                  -                (5)              (1)            (20)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  1,789                   -             3,254               79           5,122
                                    ==================    ==============    ==============    =============    ===========
Total U.S.
Balance at December 27, 1997               7,822                   -             9,597            3,167          20,586
  New builds and acquisitions                  7                   -                51              139             197
  Refranchising and licensing               (182)                  -               180                2              -
  Closures                                  (214)                  -               (49)             (79)           (342)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  7,433                   -             9,779            3,229          20,441
                                    ==================    ==============    ==============    =============    ===========
Total International
Balance at December 27, 1997               2,295                1,090            5,500              241           9,126
  New builds and acquisitions                 57                   12              116               -              185
  Refranchising and licensing                (16)                  (6)              22               -               -
  Closures                                   (32)                 (28)             (78)              -             (138)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  2,304                1,068            5,560              241           9,173
                                    ==================    ==============    ==============    =============    ===========
Total
Balance at December 27, 1997              10,117                1,090           15,097            3,408          29,712
  New builds and acquisitions                 64                   12              167              139             382
  Refranchising and licensing               (198)                  (6)             202                2              -
  Closures                                  (246)                 (28)            (127)             (79)           (480)
                                    ------------------    --------------    --------------    -------------    -----------
Balance at March 21, 1998                  9,737 (b)            1,068           15,339            3,470          29,614
                                    ==================    ==============    ==============    =============    ===========
% of Total                                 32.9%                3.6%            51.8%            11.7%          100.0%

</TABLE>
(a)  Excludes the non-core businesses.
(b)  Includes  476 units  approved  for  closure but not yet closed at March 21,
     1998.


                                       7


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