DARDEN RESTAURANTS INC
8-K, 1996-12-11
EATING PLACES
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                       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):
                              December 10, 1996


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


           Florida                   1-13666                 59-3305930
(State or other jurisdiction       (Commission              (IRS employer
      of incorporation)           file number)           identification No.)



               5900 Lake Ellenor Drive, Orlando, Florida 32809
                   (Address of principal executive offices)



             Registrant's telephone number, including area code:
                                (407) 245-4000



                                 Not Applicable
         (Former name or former address, if changed since last report)






<PAGE>


Item 1.     Changes in Control of Registrant.

            Not applicable.

Item 2.     Acquisition or Disposition of Assets.

            Not applicable.

Item 3.     Bankruptcy or Receivership.

            Not applicable.

Item 4.     Changes in Registrant's Certifying Accountant.

            Not applicable.

Item 5.     Other Events.

            On December 10, 1996, the Registrant issued a news release reporting
            certain  financial  results  for the second  quarter of fiscal  year
            1997.

Item 6.     Resignations of Registrant's Directors.

            Not applicable.

Item 7.     Financial Statements and Exhibits.

            (a)   Financial statements of businesses acquired.

                  Not applicable.

            (b)   Pro forma financial information.

                  Not applicable.

            (c)   Exhibits.

                  The  following  is  filed   herewith.   The  exhibit   numbers
                  correspond with Item 601(b) of Regulation S-K.


<PAGE>



                  Exhibit No.       Description
                       99.1         Press Release dated December 10, 1996,
                                    entitled "Darden Reports Second-Quarter
                                    Results."


                                   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.



Dated:  December 11, 1996                      DARDEN RESTAURANTS, INC.



                                          By:   /s/ C. L. Whitehill
                                                C. L. Whitehill
                                                Senior Vice President,
                                                General Counsel and Secretary



<PAGE>


                                INDEX TO EXHIBITS




Exhibit Number                                                      Page

99.1        Press Release dated December 10, 1996, entitled
            "Darden Reports Second-Quarter Results."                  5



<PAGE>



                                                                    EXHIBIT 99.1


                      DARDEN REPORTS SECOND-QUARTER RESULTS

ORLANDO,  FL - Darden  Restaurants  reported today that actions taken to enhance
long-term  performance  at Red Lobster  contributed to a net loss of 7 cents per
share for the second  fiscal  quarter ended  November 24, 1996.  New menu items,
bolder  flavors,  lower  prices and service  improvements  that provide a better
customer  experience are all part of the Red Lobster changes.  Customer response
has been dramatic,  with customer  traffic counts  averaging more than 8% higher
than in the prior-year  period since these changes were implemented on September
16.  The Olive  Garden  continued  its  strong  performance,  logging  its ninth
consecutive quarter of same-store sales increases.

"I am especially  pleased that Red Lobster's  customer  visits are exceeding our
expectations," said Joe Lee, Chairman and Chief Executive Officer. "While we are
not pleased with our  second-quarter  financial  performance,  we are encouraged
with the results of our new  strategy.  We are committed to providing our guests
with great food, service and value, and will make whatever near-term investments
are necessary to assure favorable long-term performance."

Darden  Restaurant's  sales of $748.8  million in the second quarter were up 2.4
percent  compared  to last  year.  The  second-quarter  after tax loss was $11.2
million or 7 cents per share, compared to earnings after tax of $16.3 million or
10 cents per share in the second quarter of fiscal 1996. The  second-quarter net
loss was caused by reduced operating profits at Red Lobster.
                                     
The Olive Garden's  results were on target and showed a modest  operating profit
gain in the second  quarter.  Red Lobster's  loss was caused by a combination of
one-time  expenses  of about $15 million to  introduce  the new menu and service
changes and reduced  margins caused by the lower prices and other  repositioning
actions.

For  the  first  six  months  of  fiscal  1997,   sales  of  $1.6  billion  were
approximately the same as in the prior year, which included $16 million from the
discontinued  China Coast  operation.  After-tax  earnings before  restructuring
charges were $9.3  million or 6 cents per share,  down from $ 49.1 million or 31
cents per  share in the  first  half of the prior  year.  In last  year's  first
quarter,  the company recorded a $44.8 million  after-tax  restructuring  charge
($0.28 per share) to discontinue China Coast.  Six-month net earnings  including
this unusual item were $4.3 million or 3 cents per share in fiscal 1996.

Operating Highlights
All cost  elements as a percent of sales in the second  quarter were affected by
Red  Lobster's  pricing  actions.  Food and beverage  costs for the quarter were
34.5% of sales  compared  to 33.0% last year  because of the  strategy  to lower
check averages and increase portions at Red Lobster.  Restaurant labor increased
to 33.7% of sales compared to 30.7% last year due to one-time  training costs at
Red Lobster to launch the new menu,  continued wage rate  inflation,  and higher
manager  salaries.  The Olive Garden also  experienced  higher training costs to
introduce  its  "Vino  Riserva"  wine  program.  Restaurant  expenses  increased
slightly  to 16.0% of sales  compared  to 15.3% last year  primarily  because of
one-time  expenses for smallware  supplies and maintenance at Red Lobster.  As a
result of these  increased  costs,  the store-level  profit margin  decreased to
15.8% in the second quarter of fiscal 1997 compared to 21.0% last year.

The increase in second-quarter  selling,  general and administrative expenses to
12.5% of sales  compared to 12.2% of sales last year, was a result of additional
field personnel support for the restaurants and the initial heavy advertising to
introduce to customers the changes at Red Lobster.

The effective tax rate for the second  quarter of fiscal 1997 was 29.4% compared
to 37.2% last year. The estimated  effective  annual tax rate for fiscal 1997 is
approximately  29.0%,  which is down from last year's  effective tax rate before
unusual items of 36.8% because of higher tax credits and lower pretax income for
the year.

Division Results
Red  Lobster's  sales of $437.6  million were roughly the same as in last year's
second  quarter.  Same-store  sales in the U.S.  were down  3.6% for the  entire
second  quarter,  primarily  because of sharply  lower sales early in  September
before the new menu was  introduced.  Because of the one-time  costs  associated
with the new menu roll-out and lower margins,  Red Lobster reported an operating
loss for the second quarter. Customers responded very favorably to Red Lobster's
new menu and service  initiatives.  Since  September  16,  customer  traffic has
averaged more than 8% higher than in the prior year. Because of the lower entree
prices and somewhat  reduced  preference for  appetizers and other add-ons,  the
average customer check also declined by more than 8%, resulting in a very slight
decline in same-store  sales compared to an industry  sample which had a decline
of  over  3%.  Furthermore,   overall  customer  satisfaction,  as  measured  by
independent  market  research  surveys,  improved by 26%,  compared to the first
quarter, and the corresponding value rating increased 25%. More importantly, the
"intent to return" score increased 28%,  confirming a favorable  response to the
new menu and service initiatives.

 "The  second-quarter  investment behind new and exciting food, lower prices and
extensive  store-level  training,  was critical  and marks the  beginning of Red
Lobster's  turnaround" said Jeff O'Hara,  President and Chief Operating Officer.
"We are very pleased with our customers'  response to the changes at Red Lobster
as  demonstrated by the improvement in the  satisfaction,  value,  and intent to
return scores, but more importantly by the very significant increase in customer
traffic."

During the second  quarter,  Red Lobster opened four stores and closed one for a
total of 733  stores  compared  to 710  stores  last  year.  Also,  Red  Lobster
relocated five stores during the quarter,  four of which  utilized  former China
Coast sites,  and intends to relocate 11 more stores during the remainder of the
fiscal year. Also, during the second quarter, 35 restaurants were remodeled with
the  wharfside  decor  package at an average cost of under  $200,000  each.  The
balance of restaurants scheduled to be remodeled are expected to be completed by
the end of the fiscal year.

The Olive Garden continued its positive  momentum in the second quarter as sales
increased 6% to $309.6  million.  Same-store  sales in the U.S.  increased 2.5%,
marking the ninth consecutive quarter of same-store sales increases.  This sales
performance  compares  favorably to a broad-based  sample of competitive  casual
dining companies, as measured by the independent Knapp Track survey, which had a
same-store  sales decline of about 3% during the most recent quarter.  The Olive
Garden's second-quarter  operating profits were slightly ahead of last year as a
result  of the  successful  "Never  Ending  Pasta  Bowl" and  "Chicken  Alfredo"
promotions.  Also,  The Olive Garden  introduced  a new wine service  program in
October where  customers  pour their own wine and pay on the honor system.  This
program has shown promising  results,  has increased overall guest  satisfaction
and boosted  alcoholic  beverage  sales.  During the second  quarter,  The Olive
Garden opened two stores and closed one for a total of 491 restaurants  compared
to 478 restaurants last year.

The initial  Bahama  Breeze  restaurant in Orlando  continues to deliver  strong
performance.  Construction has commenced on a second unit in the Orlando market,
with opening planned for May 1997.

Darden Restaurants, with headquarters in Orlando, Florida is the world's largest
publicly traded casual dining company,  with 1,225  restaurants  operating under
the Red  Lobster,  The Olive  Garden and  Bahama  Breeze  brands,  approximately
115,000 employees and annual sales of $3.2 billion.




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