DARDEN RESTAURANTS INC
10-Q, 1998-10-09
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         ------------------------------

                                    FORM 10-Q

                         ------------------------------


(MarkOne)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended August 30, 1998

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

       For the transition period from ............... to ...............


                         ------------------------------

                                     1-13666
                             Commission File Number

                         ------------------------------

                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

                Florida                                  59-3305930
     (State or other jurisdiction           (I.R.S. Employer Identification No.)
    of incorporation or organization)    

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

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

                         ------------------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.   Yes  X      No

                         ------------------------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Number of shares  of  common  stock  outstanding  as of  October  1,  1998:
138,959,783 (excluding 24,244,032 shares held in treasury).

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<PAGE>

                            DARDEN RESTAURANTS, INC.

                                TABLE OF CONTENTS


                                                                            Page

Part I - Financial Information

  Item 1.  Financial Statements

           Consolidated Statements of Earnings                               2

           Consolidated Balance Sheets                                       3

           Consolidated Statements of Changes in Stockholders' Equity        4

           Consolidated Statements of Cash Flows                             5

           Notes to Consolidated Financial Statements                        6

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         7

Part II -  Other Information

  Item 6.  Exhibits and Reports on Form 8-K                                  10

Signatures                                                                   11

Index to Exhibits                                                            12


                                       1


<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements

                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Thirteen Weeks Ended
 --------------------------------------------------------------------------------------------------------------------
                                                                    August 30, 1998            August 24, 1997
 --------------------------------------------------------------------------------------------------------------------
 <S>                                                                   <C>                       <C>
 Sales                                                                 $   886,057               $   809,331
 Costs and Expenses:
    Cost of sales:
      Food and beverages.....................................              296,415                   265,950
      Restaurant labor.......................................              282,550                   259,017
      Restaurant expenses....................................              131,987                   122,744
                                                                       -----------               -----------
        Total Cost of  Sales.................................          $   710,952               $   647,711
 Selling, general and administrative.........................               84,787                    89,205
 Depreciation and amortization...............................               31,012                    31,472
 Interest, net...............................................                5,435                     4,693
                                                                       -----------               -----------
        Total Costs and Expenses.............................          $   832,186               $   773,081
                                                                       -----------               -----------
 Earnings before Income Taxes................................               53,871                    36,250
 Income Taxes................................................              (18,692)                  (11,842)
                                                                       -----------               -----------
 Net Earnings................................................          $    35,179               $    24,408
                                                                       ===========               ===========

 Net Earnings per Share:
    Basic....................................................          $      0.25               $      0.16
                                                                       ===========               ===========
    Diluted..................................................          $      0.24               $      0.16
                                                                       ===========               ===========

 Average Number of Common Shares Outstanding:
    Basic....................................................              139,700                   152,700
                                                                       ===========               ===========
    Diluted..................................................              145,900                   153,600
                                                                       ===========               ===========

 --------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2

<PAGE>


                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

<TABLE>
<CAPTION>
                                                                      (Unaudited)
- --------------------------------------------------------------------------------------------------------------------
                                                                   August 30, 1998             May 31, 1998
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                      <C>
                            ASSETS

Current Assets:
   Cash and cash equivalents................................          $    27,990               $    33,505
   Receivables..............................................               23,101                    27,312
   Inventories..............................................              145,177                   182,399
   Net assets held for disposal.............................               46,206                    49,230
   Prepaid expenses and other current assets................               13,089                    20,498
   Deferred income taxes....................................               84,325                    84,597
                                                                      -----------               -----------
     Total Current Assets...................................          $   339,888               $   397,541
Land, Buildings and Equipment...............................            1,479,747                 1,490,348
Other Assets................................................               96,751                    96,853
                                                                      -----------               -----------

     Total Assets...........................................          $ 1,916,386               $ 1,984,742
                                                                      ===========               ===========

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable.........................................          $   104,404               $   132,938
   Short-term debt..........................................               29,500                    75,100
   Current portion of long-term debt........................                    5                         5
   Accrued payroll..........................................               60,229                    73,240
   Accrued income taxes.....................................               23,150                     1,067
   Other accrued taxes......................................               25,514                    24,172
   Other current liabilities................................              247,551                   252,142
                                                                      -----------               -----------
     Total Current Liabilities..............................          $   490,353               $   558,664
Long-term Debt..............................................              310,628                   310,603
Deferred Income Taxes.......................................               81,306                    77,054
Other Liabilities...........................................               18,842                    18,576
                                                                      -----------               -----------
     Total Liabilities......................................          $   901,129               $   964,897
                                                                      -----------               -----------

Stockholders' Equity:
   Common stock and surplus.................................          $ 1,303,794               $ 1,286,191
   Retained earnings........................................               83,506                    48,327
   Treasury stock...........................................             (292,502)                 (239,876)
   Accumulated other comprehensive income...................              (13,730)                  (11,749)
   Unearned compensation....................................              (65,811)                  (63,048)
                                                                      -----------               -----------
     Total Stockholders' Equity.............................          $ 1,015,257               $ 1,019,845
                                                                      -----------               -----------

Total Liabilities and Stockholders' Equity..................          $ 1,916,386               $ 1,984,742
                                                                      ===========               ===========

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3


<PAGE>


                            DARDEN RESTAURANTS, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
        For the Thirteen Weeks Ended August 30, 1998 and August 24, 1997
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Common                                 Accumulated
                                                      Stock                                    Other                      Total
                                                       and        Retained      Treasury   Comprehensive   Unearned   Stockholders'
                                                     Surplus      Earnings        Stock        Income    Compensation    Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>          <C>           <C>          <C>          <C>
Balance at May 31, 1998........................    $1,286,191     $ 48,327     $(239,876)    $(11,749)    $(63,048)    $1,019,845
Comprehensive income:
  Net earnings.................................                     35,179                                                 35,179
  Other comprehensive income,
    foreign currency adjustment................                                                (1,981)                     (1,981)
                                                                                                                       ----------
      Total comprehensive income...............                                                                            33,198
Stock option exercises (1,167 shares)..........         9,881                                                               9,881
Issuance of restricted stock (288 shares),
  net of forfeiture adjustments................         3,263                                               (3,235)            28
Earned compensation............................                                                                472            472
Income tax benefit credited to equity..........         3,633                                                               3,633
Proceeds from issuance of equity put options...           826                                                                 826
Purchases of common stock for treasury
   (3,219 shares)..............................                                  (52,626)                                 (52,626)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at August 30, 1998.....................    $1,303,794     $ 83,506     $(292,502)    $(13,730)    $(65,811)    $1,015,257
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                     Common        Retained                 Accumulated
                                                      Stock        Earnings                    Other                      Total
                                                       and      (Accumulated    Treasury   Comprehensive   Unearned   Stockholders'
                                                     Surplus       Deficit)       Stock        Income    Compensation    Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>          <C>           <C>          <C>          <C>
Balance at May 25, 1997........................    $1,268,656     $(41,706)    $ (69,184)    $(10,037)    $(66,516)    $1,081,213
Comprehensive income:
  Net earnings.................................                     24,408                                                 24,408
  Other comprehensive income,
    foreign currency adjustment................                                                  (547)                       (547)
                                                                                                                       ----------
      Total comprehensive income...............                                                                            23,861
Stock option exercises (154 shares)............           410                                                                 410
Issuance of restricted stock (116 shares),
  net of forfeiture adjustments................           (56)                                                  36            (20)
Earned compensation............................                                                                280            280
ESOP note receivable repayments................                                                              1,800          1,800
Income tax benefit credited to equity..........           227                                                                 227
Purchases of common stock for treasury
  (2,199 shares)...............................                                  (21,810)                                 (21,810)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at August 24, 1997.....................    $1,269,237     $(17,298)    $ (90,994)    $(10,584)    $(64,400)    $1,085,961
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4


<PAGE>

                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
- --------------------------------------------------------------------------------------------------------------------
                                                                          August 30, 1998       August 24, 1997
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                   <C>
Cash Flows--Operating Activities
   Net earnings......................................................        $   35,179            $   24,408
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization...................................            31,012                31,472
     Amortization of unearned compensation and loan costs............             1,099                   896
     Change in current assets and liabilities........................            19,990                37,752
     Change in other liabilities ....................................               266                    76
     (Gain) loss on disposal of land, buildings and equipment........              (866)                  261
     Deferred income taxes...........................................             4,524                 1,243
     Other, net......................................................              (574)                 (278)
                                                                             ----------            ----------
       Net Cash Provided by Operating Activities.....................        $   90,630            $   95,830
                                                                             ----------            ----------

Cash Flows--Investment Activities
   Purchases of land, buildings and equipment........................           (24,364)              (28,569)
   Purchases of intangibles..........................................              (508)                 (347)
   Increase in other assets..........................................              (207)               (2,346)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)........................            12,825                 4,875
                                                                             ----------            ----------
       Net Cash Used by Investment Activities........................        $  (12,254)           $  (26,387)
                                                                             ----------            ----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock............................             9,881                   410
   Income tax benefit credited to equity.............................             3,633                   227
   Purchases of treasury stock.......................................           (52,626)              (21,810)
   ESOP note receivable repayment....................................                                   1,800
   Decrease in short-term debt.......................................           (45,600)              (43,400)
   Repayment of long-term debt.......................................                (5)               (1,805)
   Proceeds from issuance of equity put options......................               826
                                                                             ----------            ----------
       Net Cash Used by Financing Activities.........................        $  (83,891)           $  (64,578)
                                                                             ----------            ----------

Increase (Decrease) in Cash and Cash Equivalents.....................            (5,515)                4,865
Cash and Cash Equivalents - Beginning of Period......................            33,505                25,490
                                                                             ----------            ----------

Cash and Cash Equivalents - End of Period............................        $   27,990            $   30,355
                                                                             ==========            ==========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables.......................................................             4,211                   114
   Refundable income taxes, net......................................                                  10,504
   Inventories.......................................................            37,222                 9,967
   Prepaid expenses and other current assets.........................               384                 1,702
   Accounts payable..................................................           (28,534)               11,373
   Accrued payroll...................................................           (13,011)                 (104)
   Accrued income taxes..............................................            22,083
   Other accrued taxes...............................................             1,342                 3,056
   Other current liabilities.........................................            (3,707)                1,140
                                                                             ----------            ----------
     Change in Current Assets and Liabilities........................        $   19,990            $   37,752
                                                                             ==========            ==========

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5


<PAGE>

                            DARDEN RESTAURANTS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
              (Dollar Amounts in Thousands, Except per Share Data)


Note 1.  Background
         ----------

     These consolidated  financial statements do not include certain information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  However,  in the opinion of management,  all adjustments
considered  necessary  for a fair  presentation  have been included and are of a
normal recurring  nature.  Operating results for the thirteen weeks ended August
30, 1998 are not necessarily  indicative of the results that may be expected for
the fiscal year ending May 30, 1999.

     These  statements  should  be read in  conjunction  with  the  consolidated
financial  statements  and footnotes  included in our annual report on Form 10-K
for the year ended May 31, 1998. The accounting policies used in preparing these
consolidated  financial statements are the same as those described in our annual
report on Form 10-K,  except that during the current period the Company  adopted
the  provisions of Statement of Financial  Accounting  Standards No. 130,  (SFAS
130),  "Reporting  Comprehensive  Income".  The  Company  adopted  SFAS  130  by
reporting all items of comprehensive  income in the  consolidated  statements of
changes in stockholders' equity.

Note 2.  Consolidated Statements of Cash Flows
         -------------------------------------

     During the thirteen weeks ended August 30, 1998 and August 24, 1997, Darden
paid $8,673 and $8,194, respectively,  for interest (net of amount capitalized).
During the same periods,  Darden received income tax refunds of $10,051 and paid
income taxes of $380, respectively.

Note 3.  Net Earnings Per Share
         ----------------------

     Options to  purchase  3,000 and 12.9  million  shares of common  stock were
excluded from the calculation of diluted EPS for the thirteen weeks ended August
30,  1998 and August 24,  1997,  respectively,  because  their  exercise  prices
exceeded the average market price of common shares for the period.

Note 4.  Derivative Financial and Commodity Instruments
         ----------------------------------------------

     On January 31, 1997, the Securities  and Exchange  Commission  (SEC) issued
amended  disclosure  rules for  derivatives  and  exposures  to market risk from
derivative  and other  financial  and certain  commodity  instruments.  Enhanced
accounting policy disclosures in accordance with this SEC release follow.

     The  Company  may,  from  time  to  time,  use  financial  and  commodities
derivatives  in the  management of interest rate and  commodities  pricing risks
that are inherent in its business operations. The Company may also use financial
derivatives as part of its stock  repurchase  program.  Such instruments are not
held or issued for trading or speculative purposes.

     The  Company  may,  from  time to  time,  use  interest  rate  swap and cap
agreements  in the  management  of interest  rate  exposure.  The interest  rate
differential  to be paid or  received  is  normally  accrued as  interest  rates
change,  and is recognized  as a component of interest  expense over the life of
the agreements.  If an agreement is terminated prior to the maturity date and is
characterized  as a hedge, any accrued rate  differential  would be deferred and
recognized as interest expense over the life of the hedged item.

                                       6


<PAGE>

     The  Company  uses  commodities  hedging  instruments  including  forwards,
futures and options, to reduce the risk of price fluctuations  related to future
raw materials  requirements  for  commodities  such as coffee,  soybean oil, and
shrimp. The terms of such instruments generally do not exceed twelve months, and
depend on the commodity and other market factors.  Deferred gains and losses are
subsequently recorded as cost of products sold in the statement of earnings when
the  inventory  is sold.  If the  inventory  is not  acquired  and the  hedge is
disposed  of, the deferred  gain or loss is  recognized  immediately  in cost of
products sold.

     The Company does not have any material risk from any of the above financial
instruments,  and the Company does not anticipate  any material  losses from the
use of such instruments.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

     The following  table sets forth  selected  restaurant  operating  data as a
percentage of sales for the periods  indicated.  All information is derived from
the consolidated  statements of earnings for the thirteen weeks ended August 30,
1998 and August 24, 1997.

<TABLE>
<CAPTION>
                                                                              Thirteen Weeks Ended
- --------------------------------------------------------------------------------------------------------------------
                                                                   August 30, 1998            August 24, 1997
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                       <C>
Sales.......................................................             100.0%                    100.0%
Costs and Expenses:
Cost of sales:
   Food and beverages.......................................              33.4                      32.9
   Restaurant labor.........................................              31.9                      32.0
   Restaurant expenses......................................              14.9                      15.1
                                                                       -------                   -------
     Total Cost of Sales....................................              80.2%                     80.0%
Selling, general and administrative.........................               9.6                      11.0
Depreciation and amortization...............................               3.5                       3.9
Interest, net...............................................               0.6                       0.6
                                                                       -------                   -------
     Total Costs and Expenses...............................              93.9%                     95.5%
                                                                       -------                   -------
Earnings before Income Taxes................................               6.1                       4.5
Income Taxes................................................              (2.1)                     (1.5)
                                                                       -------                   -------

Net Earnings................................................               4.0%                      3.0%
                                                                       =======                   =======

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

RESULTS OF OPERATIONS

     For the fiscal 1999 first quarter ended August 30, 1998, earnings after tax
were $35.2 million or 24 cents per diluted share, compared to earnings after tax
of $24.4  million or 16 cents per diluted  share in the first  quarter of fiscal
1998.  The increase in first  quarter  earnings was  primarily  attributable  to
increased  sales and customer  traffic at both Red Lobster and The Olive Garden.
Sales of $886.1 million for the quarter were over 9% higher than last year.

     Food and beverage  costs for the quarter  were 33.4% of sales,  compared to
32.9% of sales last year,  primarily  attributable  to two very  successful high
volume,  lower  margin  promotions  run  by  Red  Lobster  during  the  quarter.
Restaurant  labor  decreased to 31.9% of sales,  compared to last year's  32.0%,
primarily due to  efficiencies  resulting from higher sales volumes.  Restaurant
expenses decreased modestly to 14.9% of sales,  compared to 15.1% last year. The
decrease in first quarter selling,  general and administrative  expenses to 9.6%
of sales,  compared to 11.0% of sales last year, was primarily  attributable  to
reduced  marketing  expenses.  Although the dollar  amount of  depreciation  and
amortization  expense for the quarter was slightly  higher than last year,  that
expense as a percentage  of sales  decreased  to 3.5% from 3.9% last year.  That
percentage of sales decrease also resulted from higher sales volumes.

                                       7


<PAGE>

     The  effective  tax rate for the first  quarter  of  fiscal  1999 was 34.7%
compared to 32.7% in last year's first  quarter.  The increase in the  effective
tax rate reflects a higher level of expected pre-tax income for the year.

Division Results

     Red  Lobster  sales of $513.3  million  were up 9.3%  compared to the first
quarter of last year mainly due to the strong  "Bottomless Crab" and "30 Shrimp"
promotional  offerings  which  generated  increased  customer  traffic and sales
throughout the chain.  Same-restaurant  sales in the United States were up 11.6%
for the quarter,  Red Lobster's best comparable  sales  performance this decade.
First quarter operating profits were significantly above the prior year.

     The Olive Garden continued its positive  momentum in the first quarter with
a 9.3% increase in sales to $367.3 million.  Same-restaurant sales in the United
States  increased  10.7%  representing  the  sixteenth  consecutive  quarter  of
same-restaurant  sales  increases and the second  consecutive  quarter of double
digit gains. First quarter operating profits were significantly  above the prior
year.

     Darden's newest concept,  Bahama Breeze,  continued to produce strong sales
at all three  restaurants,  including the newest location in Memphis.  Five more
Bahama Breeze restaurants are currently under development.

     The table below  details the number of  restaurants  open at the end of the
first quarter,  compared with the number open at the end of fiscal year 1998 and
the end of last year's first quarter.

<TABLE>
<CAPTION>
                                                                        NUMBER OF RESTAURANTS
- --------------------------------------------------------------------------------------------------------------------
                                                    August 30, 1998         May 31, 1998        August 24, 1997
- --------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                    <C>
Red Lobster - USA..............................              646                  648                    652
Red Lobster - Canada...........................               34                   34                     50
                                                          ------               ------                 ------
     Total.....................................              680                  682                    702

Olive Garden - USA.............................              459                  461                    459
Olive Garden - Canada..........................                5                    5                     16
                                                          ------               ------                 ------
     Total.....................................              464                  466                    475

Bahama Breeze..................................                3                    3                      2
                                                          ------               ------                 ------

         Total.................................            1,147                1,151                  1,179
                                                          ======               ======                 ======

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

YEAR 2000

Background

     In the past,  many  computers,  software  programs,  and other  information
technology ("IT systems"), as well as other equipment relying on microprocessors
or similar  circuitry  ("non-IT  systems"),  were written or designed  using two
digits,  rather  than  four,  to  define  the  applicable  year.  As  a  result,
date-sensitive systems (both IT systems and non-IT systems) may recognize a date
identified  with  "00" as the year  1900,  rather  than the year  2000.  This is
generally  described  as the Year 2000  issue.  If this  situation  occurs,  the
potential  exists for system  failures or  miscalculations,  which could  impact
business operations.

     The Securities and Exchange  Commission  ("SEC") has asked public companies
to disclose four general types of information related to Year 2000 preparedness:
the company's state of readiness, costs (historical and prospective), risks, and
contingency plans. See SEC Release No. 33-7558 (July 29, 1998). Accordingly, the
Company has included the following discussion in this report, in addition to the
Year 2000 disclosures previously filed with the SEC.

                                       8

<PAGE>

State of Readiness

     The Company began a concerted  effort and  established a dedicated  project
team to address its Year 2000  issues in fiscal year 1997.  In fiscal year 1998,
the  Company  formalized  a task  force  (the "Year  2000  Project  Office")  to
coordinate  the  Company's  response to Year 2000 issues.  The Year 2000 Project
Office reports to the Chief Executive Officer, his executive team, and the Audit
Committee of the Company's Board of Directors.

     Under the auspices of the Year 2000 Project  Office,  the Company  believes
that it has  identified  all  significant  IT systems  and non-IT  systems  that
require modification in connection with Year 2000 issues.  Internal and external
resources  have been used and are  continuing  to be used,  to make the required
modifications  and test Year 2000 readiness.  The required  modifications of all
significant  systems are well under way.  The Company  plans on  completing  the
modifications and testing of all significant systems by the end of fiscal 1999.

     In  addition,  through  its Year  2000  Project  Office,  the  Company  has
communicated  with  suppliers,  banks,  vendors  and  others  with  whom it does
significant business (collectively,  its "business partners") to determine their
Year 2000  readiness  and the extent to which the Company is  vulnerable  to any
other organization's Year 2000 issues. Based on these communications and related
responses,  the Company is monitoring  the Year 2000  preparations  and state of
readiness  of its  business  partners.  Although the Company is not aware of any
significant  Year 2000  problems  with its  business  partners,  there can be no
guarantee that the systems of other organizations on which the Company's systems
rely will be  converted  in a timely  manner,  or that a failure  to  convert by
another  organization,  or a conversion that is incompatible  with the Company's
systems, would not have a material adverse effect on the Company.

Costs

     The total cost to the Company of Year 2000  activities  has not been and is
not  anticipated  to be  material  to  its  financial  position  or  results  of
operations in any given year. As of the end of the first quarter of fiscal 1999,
the Company had spent  approximately  $2 million on Year 2000 issues.  The total
costs to the Company of addressing Year 2000 issues is estimated to be less than
$5 million. These total costs, as well as the date on which the Company plans to
complete  the  Year  2000  modification  and  testing  processes,  are  based on
management's best estimates,  which were derived utilizing numerous  assumptions
of future events,  including the continued  availability  of certain  resources,
third-party  modification  plans and  other  factors.  However,  there can be no
guarantee that these estimates will be achieved, and actual results could differ
from those estimates.

Risks

     The Company  utilizes IT systems and non-IT  systems in many aspects of its
business.  Year 2000  problems in some of the Company's  systems could  possibly
disrupt operations at some restaurants, but the Company does not expect that any
such disruption would have a material adverse impact on the Company's  operating
results.

     The Company is also  exposed to the risk that one or more of its  suppliers
or vendors could  experience Year 2000 problems that could impact the ability of
such  suppliers or vendors to provide goods and services.  Although this risk is
lessened by the availability of alternative suppliers, the disruption of certain
services, such as utilities, could, depending upon the extent of the disruption,
potentially have a material adverse impact on the Company's operations.

Contingency Plans

     The Year 2000 Project  Office is in the process of  developing  contingency
plans for the Company's significant IT systems and non-IT systems requiring Year
2000 modification.  In addition,  the Company is developing contingency plans to
deal with the  possibility  that some suppliers or vendors might fail to provide
goods and  services on a timely basis as a result of Year 2000  problems.  These
contingency   plans  will  include  the   identification,   acquisition   and/or
preparation of backup systems, suppliers and vendors.

                                       9


<PAGE>

FORWARD-LOOKING STATEMENTS

     Certain information included in this report and other materials filed or to
be filed by the Company with the Securities and Exchange  Commission (as well as
information included in oral statements or written statements made or to be made
by the  Company)  may contain  statements  that are  forward-looking  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities Exchange Act of 1934, as amended.  Such statements include
information   relating  to  current   expansion  plans,   business   development
activities, and Year 2000 compliance.  Such forward-looking information is based
on  assumptions   concerning   important  risks  and  uncertainties  that  could
significantly  affect anticipated results in the future and,  accordingly,  such
results may differ from those expressed in any  forward-looking  statements made
by or on behalf of the Company.  These risks and uncertainties  include, but are
not limited to,  those  relating to real  estate  development  and  construction
activities,  the  issuance  and renewal of licenses  and permits for  restaurant
development and operation, economic conditions, changes in federal or state laws
or the  administration  of such laws,  and the Year 2000 readiness of suppliers,
banks, vendors and others having a direct or indirect business relationship with
the Company.


                                     PART II
                                OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits.

             Exhibit 12   Computation of Ratio of Consolidated Earnings to
                          Fixed Charges

             Exhibit 27   Financial Data Schedule

         (b) Reports on Form 8-K.

             The  Company  filed  one  report  on Form 8-K on June  24,  1998,
             reporting  certain financial results for the fourth quarter of of
             fiscal year 1998.

                                       10


<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 thereunto duly authorized.


                                         DARDEN RESTAURANTS, INC.


Dated:  October 8, 1998                  By: /s/ C.L. Whitehill
                                             ----------------------------------
                                             C.L. Whitehill
                                             Senior Vice President,
                                             General Counsel and Secretary



Dated:  October 8, 1998                  By: /s/ Linda Dimopoulos
                                             ----------------------------------
                                             Linda Dimopoulos
                                             Senior Vice President - Corporate
                                             Controller and Business Information
                                             Systems
                                             (Principal accounting officer)

                                       11


<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number            Exhibit Title                                            Page

12                Computation of Ratio of Consolidated Earnings
                  to Fixed Charges                                          13

27                Financial Data Schedule                                   14


                                       12




                                                                     Exhibit 12

                            DARDEN RESTAURANTS, INC.
         COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
                          (Dollar Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                   Thirteen Weeks Ended
- --------------------------------------------------------------------------------------------------------------------
                                                                           August 30,1998        August 24,1997
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                   <C>
Consolidated Earnings from Operations Before Income Taxes............         $  53,871             $  36,250
Plus Fixed Charges...................................................            10,526                 9,052
Less Capitalized Interest............................................              (260)                 (286)
                                                                              ---------             ---------

Consolidated Earnings from Operations Before Income
   Taxes Available to Cover Fixed Charges............................         $  64,137             $  45,016
                                                                              =========             =========

Ratio of Consolidated Earnings to Fixed Charges......................              6.09                  4.97
                                                                              =========             =========

- --------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     This schedule  contains summary  financial  information  extracted from the
consolidated  financial statements of Darden Restaurants,  Inc. and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK>                         0000940944
<NAME>                        Darden Restaurants, Inc.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              MAY-30-1999
<PERIOD-START>                                 JUN-01-1998
<PERIOD-END>                                   AUG-30-1998
<CASH>                                            27,990
<SECURITIES>                                           0
<RECEIVABLES>                                     23,101
<ALLOWANCES>                                        (235)
<INVENTORY>                                      145,177
<CURRENT-ASSETS>                                 339,888
<PP&E>                                         2,373,768
<DEPRECIATION>                                  (894,021)
<TOTAL-ASSETS>                                 1,916,386
<CURRENT-LIABILITIES>                            490,353
<BONDS>                                          310,633
                                  0
                                            0
<COMMON>                                       1,303,794
<OTHER-SE>                                      (288,537)
<TOTAL-LIABILITY-AND-EQUITY>                   1,916,386
<SALES>                                          886,057
<TOTAL-REVENUES>                                 886,057
<CGS>                                            296,415
<TOTAL-COSTS>                                    710,952
<OTHER-EXPENSES>                                       0
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                 5,435
<INCOME-PRETAX>                                   53,871
<INCOME-TAX>                                      18,692
<INCOME-CONTINUING>                               35,179
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                      35,179
<EPS-PRIMARY>                                       0.25
<EPS-DILUTED>                                       0.24
        

</TABLE>


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