Darden Restaurants, Inc. · NYSE:DRI
Darden Restaurants — Merger or Acquisition (July 2012)
16 slides from Darden Restaurants's merger presentation, Jul 12, 2012
Slide 1: Darden and Yard House
Darden and Yard House Exhibit 99.1
Slide 2: Forward-Looking Statement
® Forward-Looking Statement During the course of this conference call, Darden Restaurants’ officers and employees may make forward-looking statements concerning the Company’s expectations, goals or objectives. Forward-looking statements regarding our expected earnings per share and U.S. same-restaur
Slide 3: Transaction Summary
® Transaction Summary Completed a definitive merger agreement for Darden to acquire Yard House for a total purchase price of $585 million – Acquired on a debt-free basis – Includes $30 million of net tax benefits anticipated to be realized by Darden over the next two years Represents transaction
Slide 4: The Yard House Brand
® The Yard House Brand Scratch kitchen, American cuisine caters to “Zagat aficionados” and bar crowd alike Chef-driven menu design introduces guests to innovative new cuisine choices that emphasize quality and artistic presentation No “veto vote” due to an extensive menu that appeals to a broa
Slide 5: Strong and Consistent Performance
® $183 $213 $262 2009 2010 2011 $27 $31 $39 2009 2010 2011 Strong and Consistent Performance Strong performance through economic downturn – Sales CAGR of 19.7% from 2009-2011 – EBITDA CAGR of 21.1% from 2009-2011 Continued operating strength through Q2 2012 – Revenue increased 27% Significant
Slide 6: Compelling Unit Economics
® Compelling Unit Economics Average unit volumes of $8.4 million with 10 most recent full-year openings averaging $9.7 million Every unit profitable at restaurant-level Darden equivalent restaurant-level return on sales is 17% – Similar to Darden’s top 3 brands for return on sales: Seasons 52,
Slide 7: Demonstrating National Acceptance
® Demonstrating National Acceptance HI FL NM DE MD TX OK KS NE SD ND MT WY CO UT ID AZ NV WA CA OR KY ME NY PA VT NH MA RI CT WV IN IL NC TN SC AL MS AR LA MO IA MN WI NJ GA DC VA OH MI 2 3 17 2 3 1 1 1 4 1 2 1 1 Note: Yard House had 35 units opened as of year-end 2011 and 39 units as of July 12, 20
Slide 8: Why Yard House Is a Good Fit for Darden
® Why Yard House Is a Good Fit for Darden Complements Darden’s brand portfolio with a unique concept that consumers crave – A highly respected brand with complementary customer demographics to our large brands – Provides greater exposure to both younger and financially resilient customers Strong
Slide 9: Darden's Financial Policy
® Darden’s Financial Policy Near-term focus on integrating Yard House and realizing synergies Committed to maintaining investment grade credit profile Fiscal 2013 and Fiscal 2014 share repurchases scaled back to a total of ~$50 million to accelerate deleveraging Continue to maintain dividend
Slide 10: Fiscal 2013 Outlook
J DARDEN aye =r 2) ie peplonsr Pages “longiony CAPITAL Bic CulieVS Sears: Fiscal 2013 Outlook
Slide 11: Fiscal 2013 Financial Outlook
® Fiscal 2013 Financial Outlook Total Sales Growth +9% to +10% - Same-Restaurant Sales +1% to +2% - New Restaurants +5% - Yard House Acquisition +3% Diluted Net EPS Growth +5% to +9% - Impact from Yard House Earnings +$0.04 to +$0.05 - One-Time Acquisition Costs -$0.07 to -$0.10 Total Transaction Im
Slide 12: Yard House Impact in Fiscal 2014 and Fiscal 2015
® Yard House Impact in Fiscal 2014 and Fiscal 2015 • Even after effects of one-time acquisition and integration costs, the acquisition is expected to be accretive in Fiscal 2014 and Fiscal 2015 – Accretion of $0.10 to $0.12 in Fiscal 2014 (including $0.02 to $0.03 of acquisition costs) – Accretion o
Slide 13: Our Compelling Opportunity: To Create a Company That's More Valuable… and Valued
Our Compelling Opportunity: To Create a Company That’s More Valuable… and Valued
Slide 14: Reconciliation of Non-GAAP Financial Measures
® Reconciliation of Non-GAAP Financial Measures In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), this presentation contains non-GAAP financial measures. The non-GAAP financial measures should not be considered a substit
Slide 15: Reconciliation of EBITDA and Adjusted EBITDA for Yard House
® Reconciliation of EBITDA and Adjusted EBITDA for Yard House (in millions) Sales $183 $213 $262 $368 Cost of Sales $145 $171 $210 $295 Selling, General & Admin $17 $19 $23 $29 EBITDA $21 $23 $29 $44 Pre-Opening, Smallwares, Stock Compensation and Management Fees $6 $8 $10 Adj. EBITDA $27 $31 $39 20
Slide 16: Darden
J DARDEN fi Co eee seas Jive A = wepioasren Pedaeiees —hongton CaP NOURISH & DELIGHT Everyone We Serve.
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