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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cracker Barrel Old Country Store Inc | NASDAQ:CBRL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.88 | -1.54% | 56.30 | 56.26 | 56.83 | 59.46 | 56.06 | 58.59 | 623,374 | 01:00:00 |
☒ |
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐ |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Tennessee
|
|
62-0812904
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
305 Hartmann Drive
|
|
37087-4779
|
Lebanon, Tennessee
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock (Par Value $0.01)
Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)
|
CBRL
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
Document from which Portions
are Incorporated by Reference
|
Part of Form 10-K
into which incorporated
|
|
|
|
|
1.
|
Proxy Statement for Annual Meeting of
|
Part III
|
|
Shareholders to be held November 18, 2021
|
|
|
(the “2021 Proxy Statement”)
|
|
PAGE
|
||
PART I
|
||
4
|
||
ITEM 1.
|
5
|
|
ITEM 1A.
|
13
|
|
ITEM 1B.
|
27
|
|
ITEM 2.
|
27
|
|
ITEM 3.
|
28
|
|
29
|
||
PART II
|
||
ITEM 5.
|
30
|
|
ITEM 6.
|
31
|
|
ITEM 7.
|
31
|
|
ITEM 7A.
|
49
|
|
ITEM 8.
|
51
|
|
ITEM 9.
|
82
|
|
ITEM 9A.
|
83
|
|
ITEM 9B.
|
85
|
|
PART III
|
||
ITEM 10.
|
85
|
|
ITEM 11.
|
85
|
|
ITEM 12.
|
85
|
|
ITEM 13.
|
86
|
|
ITEM 14.
|
86
|
|
PART IV
|
||
ITEM 15.
|
86
|
|
86
|
||
90
|
|
Price Range
|
Breakfast
|
$4.99 to $14.99
|
Lunch and Dinner
|
$5.19 to $17.99
|
|
Percentage of
Restaurant
Sales in 2021
|
Breakfast Day-Part (until 11:00 a.m.)
|
25%
|
Lunch Day-Part (11:00 a.m. to 4:00 p.m.)
|
38%
|
Dinner Day-Part (4:00 p.m. to close)
|
37%
|
Percentage of
Retail Sales in
2021
|
|
Apparel and Accessories
|
29%
|
Food
|
18%
|
Décor
|
13%
|
Toys
|
13%
|
Media
|
8%
|
Percentage of
Food Purchases
in 2021
|
|
Beef
|
15%
|
Fruits and vegetables
|
13%
|
Dairy (including eggs)
|
12%
|
Poultry
|
12%
|
Pork
|
11%
|
- |
LGBT Alliance: Promoting LGBT Awareness and Building Workplace Inclusion;
|
- |
United Cultural Awareness Network (UCAN): Embracing Our Cultures to Enhance the Employee Experience;
|
- |
Women’s Connect: Inspiring Women Leaders;
|
- |
Veteran & Military Volunteers (VERG): Supporting employees and brand initiatives by providing Veteran-centric consultation and support to recruiting, retention and marketing programs;
|
- |
B-WELL: Improving the employee experience by sponsoring health and wellness activities that nurture employees’ physical, emotional, financial and intellectual wellbeing; and
|
- |
Millennial ERG (MERGE): Growing Millennial Talent and Strengthening the Cracker Barrel Brand.
|
• |
Our current policy calls for face masks to be worn by any non-vaccinated employee. Face masks are worn by all employees in state and local jurisdictions where mandated.
|
• |
Every employee goes through a wellness screening prior to starting a shift. Wellness screenings occur twice per day for all employees and are required for all vendors entering the premises.
|
• |
We have implemented enhanced cleaning processes at all of our restaurants. Enhanced cleaning processes include: the use of a peroxide disinfectant to clean and disinfect all dining tables and chairs between guest seating; cleaning and disinfecting throughout open hours in all points of the restaurant (including restrooms, door handles and other common surfaces).
|
• |
We adhere to all state and local guidelines for dining capacity, guest mask requirements and social distancing. We have installed plexiglass shields at all cash stands.
|
• |
We have robust processes for monitoring our employees’ well-being and ensuring that any known positive COVID-19 cases in our locations are addressed swiftly, with both the infected employee and any close contact employees being excluded from our restaurants under recommended quarantine procedures per CDC and Health Department guidelines.
|
• |
For our off-premise business, we utilize tamper-evident packaging seals for online orders and offer curbside pick-up.
|
• |
tariffs, trade barriers, sanctions, import limitations and other trade restrictions by the U.S. government on products or components shipped from foreign sources (particularly, the People’s Republic of China);
|
• |
fluctuating currency exchange rates or control regulations;
|
• |
foreign government regulations;
|
• |
product testing regulations;
|
• |
foreign political and economic instability; and
|
• |
disruptions due to labor stoppages, strikes or slowdowns, or other disruptions, involving our vendors or the transportation and handling industries.
|
• |
responding to public proposals, special meeting requests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of our management and employees;
|
• |
perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners; and
|
• |
pursuit of an activist shareholder’s agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.
|
• |
increases and decreases in guest traffic, average weekly sales, restaurant and retail sales and restaurant profitability;
|
• |
continued or increased regulations on our operations, consumer activities or social gatherings as a result of the COVID-19 pandemic;
|
• |
the rate at which we open new stores, the timing of new store openings and the related high initial operating costs;
|
• |
changes in advertising and promotional activities and expansion into new markets; and
|
• |
impairment of long-lived assets and any loss on store closures.
|
State
|
Owned
|
Leased
|
State
|
Owned
|
Leased
|
|
Tennessee
|
29
|
30
|
California
|
0
|
6
|
|
Florida
|
31
|
44
|
New Jersey
|
0
|
6
|
|
Texas
|
19
|
35
|
Kansas
|
3
|
2
|
|
Georgia
|
26
|
26
|
Oregon
|
0
|
5
|
|
North Carolina
|
17
|
27
|
Wisconsin
|
5
|
0
|
|
Kentucky
|
22
|
16
|
Colorado
|
3
|
1
|
|
Alabama
|
19
|
14
|
Massachusetts
|
0
|
4
|
|
Virginia
|
15
|
17
|
New Mexico
|
1
|
3
|
|
Ohio
|
22
|
9
|
Utah
|
4
|
0
|
|
Indiana
|
20
|
8
|
Idaho
|
2
|
1
|
|
South Carolina
|
13
|
14
|
Iowa
|
3
|
0
|
|
Pennsylvania
|
8
|
17
|
Connecticut
|
1
|
1
|
|
Illinois
|
19
|
2
|
Montana
|
2
|
0
|
|
Missouri
|
14
|
4
|
Nebraska
|
1
|
1
|
|
Michigan
|
12
|
3
|
Nevada
|
0
|
2
|
|
Arizona
|
2
|
12
|
Delaware
|
0
|
1
|
|
Mississippi
|
10
|
4
|
Maine
|
0
|
1
|
|
Arkansas
|
5
|
7
|
Minnesota
|
1
|
0
|
|
Louisiana
|
8
|
2
|
New Hampshire
|
1
|
0
|
|
Maryland
|
3
|
6
|
North Dakota
|
1
|
0
|
|
New York
|
8
|
1
|
Rhode Island
|
0
|
1
|
|
West Virginia
|
3
|
6
|
South Dakota
|
1
|
0
|
|
Oklahoma
|
6
|
2
|
360
|
341
|
Name
|
Age
|
Position with the Company
|
|
Sandra B. Cochran
|
63
|
President and Chief Executive Officer
|
|
P. Doug Couvillion
|
57
|
Senior Vice President and Interim Chief Financial Officer
|
|
Laura A. Daily
|
57
|
Senior Vice President, Retail
|
|
Michael T. Hackney
|
65
|
Senior Vice President, Operations
|
|
Richard M. Wolfson
|
55
|
Senior Vice President, General Counsel and Secretary
|
|
Jennifer L. Tate
|
50
|
Senior Vice President, Chief Marketing Officer
|
|
Bruce A. Hoffmeister
|
60
|
Senior Vice President, Chief Information Officer
|
|
Donna L. Roberts
|
46
|
Vice President and Chief Human Resources Officer
|
|
Kara S. Jacobs
|
41
|
Vice President, Corporate Controller and Principal Accounting Officer
|
Period
|
Total Number
of Shares
Purchased (1)
|
Average Price
Paid Per
Share (2)
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
Maximum Number of
Shares (or Approximate
Dollar Value) that May
Yet Be Purchased
Under the Plans or
Programs
|
||||||||||||
5/1/21 – 5/28/21
|
—
|
$
|
—
|
—
|
—
|
|||||||||||
5/29/21 – 6/25/21
|
232,543
|
$
|
150.51
|
232,543
|
—
|
|||||||||||
6/26/21 – 7/30/21
|
—
|
$
|
—
|
—
|
—
|
|||||||||||
Total for the quarter
|
232,543
|
$
|
150.51
|
252,543
|
—
|
(1) |
In response to the COVID-19 pandemic, in March 2020, the Company temporarily suspended all share repurchases until the fourth quarter of 2021 when shares of the Company’s common stock were repurchased in conjunction with the Company’s offering and sale of $300 million aggregate principal amount of 0.625% convertible Senior Notes due 2026.
|
(2) |
Average price paid per share is calculated on a settlement basis.
|
• |
Executive Overview – a general description of our business, the restaurant and retail industries, our key performance indicators and the Company’s performance in 2021.
|
• |
Results of Operations – an analysis of our consolidated statements of income (loss) for the three years presented in our Consolidated Financial Statements.
|
• |
Liquidity and Capital Resources – an analysis of our primary sources of liquidity, capital expenditures and material commitments.
|
• |
Critical Accounting Estimates – a discussion of accounting policies that require critical judgments and estimates.
|
• |
Comparable store restaurant sales increase/(decrease): To calculate comparable store restaurant sales increase/(decrease), we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant sales for the current year period from total comparable store restaurant sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store restaurant sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant sales for the historical period.
|
• |
Comparable store average restaurant sales: To calculate comparable store average restaurant sales, we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable store retail sales increase/(decrease): To calculate comparable store retail sales increase/(decrease), we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store retail sales for the current year period from total comparable store retail sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store retail sales for the historical period.
|
• |
Comparable store retail average weekly sales: To calculate comparable store average retail sales, we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable restaurant guest traffic increase/(decrease): To calculate comparable restaurant guest traffic increase/(decrease), we determine the number of entrees sold in our dine-in and off-premise business from stores open at least six full quarters at the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total entrees sold for the current year period from total entrees sold for the applicable historical period to calculate the absolute numerical change. To calculate comparable restaurant guest traffic increase/(decrease), which we express as a percentage, we divide the absolute numerical change by the total entrees sold for the historical period.
|
• |
Average check increase per guest: To calculate average check per guest, we determine comparable store restaurant sales, as described above, and divide by comparable guest traffic (as described above). We then subtract average check per guest for the current year period from average check per guest for the applicable historical period to calculate the absolute dollar change. The absolute dollar change is divided by the prior year average check number to calculate average check increase per guest, which we express as a percentage.
|
• |
Enhancing the Core business to drive sustainable sales growth and continued business model improvements. During 2021, we focused on driving topline sales despite the challenging environment brought on by the COVID-19 pandemic by accelerating our off-premise business, introducing craveable, signature food, and improving the employee and guest experience. Additionally, during 2021 we continued to make progress on key strategic initiatives such as continuing the rollout of beer and wine to our stores, investments in our digital capabilities, and upgrades to our point of sale system.
|
• |
Expanding the Footprint by building profitable new stores in both core and developing markets. In 2021, we opened two new Cracker Barrel locations and two new MSBC locations.
|
• |
Extending the Brand to further drive shareholder value creation by developing new platforms to drive growth, such as our acquisition of MSBC in 2020 and continued integration of that concept into the Company in 2021.
|
Relationship to Total Revenue
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Cost of goods sold (exclusive of depreciation and rent)
|
30.7
|
30.9
|
30.3
|
|||||||||
Labor and other related expenses
|
34.8
|
36.7
|
35.1
|
|||||||||
Other store operating expenses
|
24.0
|
24.4
|
20.4
|
|||||||||
General and administrative
|
5.2
|
5.8
|
5.0
|
|||||||||
Gain on sale and leaseback transactions
|
(7.7
|
)
|
(2.8
|
)
|
—
|
|||||||
Impairment
|
—
|
0.9
|
—
|
|||||||||
Operating income
|
13.0
|
4.1
|
9.2
|
|||||||||
Interest expense
|
2.0
|
0.9
|
0.5
|
|||||||||
Income before income taxes
|
11.0
|
3.2
|
8.7
|
|||||||||
Provision for income taxes (income tax benefit)
|
2.0
|
(1.1
|
)
|
1.4
|
||||||||
Net loss from unconsolidated subsidiary
|
—
|
(5.6
|
)
|
—
|
||||||||
Net income (loss)
|
9.0
|
(1.3
|
)
|
7.3
|
2021
|
2020
|
2019
|
||||||||||
Revenue in dollars(1):
|
||||||||||||
Restaurant
|
$
|
2,227,246
|
$
|
2,032,030
|
$
|
2,482,377
|
||||||
Retail
|
594,198
|
490,762
|
589,574
|
|||||||||
Total revenue
|
$
|
2,821,444
|
$
|
2,522,792
|
$
|
3,071,951
|
||||||
Total revenue percentage increase (decrease)
|
11.8
|
%
|
(17.9
|
%)
|
1.4
|
%
|
||||||
Total revenue by percentage relationships:
|
||||||||||||
Restaurant
|
78.9
|
%
|
80.5
|
%
|
80.8
|
%
|
||||||
Retail
|
21.1
|
%
|
19.5
|
%
|
19.2
|
%
|
||||||
Comparable number of stores
|
655
|
646
|
640
|
|||||||||
Comparable store sales averages per store: (1)
|
||||||||||||
Restaurant
|
$
|
3,312
|
$
|
3,065
|
$
|
3,784
|
||||||
Retail
|
890
|
737
|
891
|
|||||||||
Total
|
$
|
4,202
|
$
|
3,802
|
$
|
4,675
|
||||||
Restaurant average weekly sales (2)
|
$
|
63.4
|
$
|
58.4
|
$
|
72.4
|
||||||
Retail average weekly sales (2)
|
17.2
|
14.3
|
17.2
|
|||||||||
Average check increase
|
3.1
|
%
|
2.7
|
%
|
3.3
|
%
|
||||||
Comparable restaurant guest traffic increase/(decrease) (3)
|
5.3
|
%
|
(21.6
|
%)
|
(0.7
|
%)
|
Period to Period
Increase (Decrease)
|
||||||||
2021 vs 2020
|
2020 vs 2019
|
|||||||
(655 Stores)
|
(646 Stores)
|
|||||||
Restaurant
|
8.4
|
%
|
(18.9
|
)%
|
||||
Retail
|
20.9
|
(17.1
|
)
|
|||||
Restaurant & Retail
|
10.8
|
%
|
(18.6
|
)%
|
2021
|
2020
|
2019
|
||||||||||
Cost of Goods Sold:
|
||||||||||||
Restaurant
|
$
|
567,825
|
$
|
515,663
|
$
|
628,761
|
||||||
Retail
|
297,436
|
264,274
|
302,316
|
|||||||||
Total Cost of Goods Sold
|
$
|
865,261
|
$
|
779,937
|
$
|
931,077
|
2021
|
2020
|
2019
|
||||||||||
Restaurant Cost of Goods Sold
|
25.5
|
%
|
25.4
|
%
|
25.3
|
%
|
2021
|
2020
|
2019
|
||||||||||
Retail Cost of Goods Sold
|
50.1
|
%
|
53.8
|
%
|
51.3
|
%
|
2020 to 2021
(Decrease) Increase as a Percentage of Total Revenue
|
||||
Markdowns
|
(2.9
|
%)
|
||
Higher initial margin
|
(0.3
|
%)
|
||
Freight expense
|
(0.3
|
%)
|
||
Provision for obsolete inventory
|
(0.2
|
%)
|
||
Inventory shrinkage
|
(0.2
|
%)
|
||
Discounts and allowances
|
0.2
|
%
|
2019 to 2020
Increase as a Percentage of Total Revenue
|
||||
Markdowns
|
1.2
|
%
|
||
Employee discounts
|
0.6
|
%
|
||
Freight expense
|
0.4
|
%
|
||
Retail credits
|
0.2
|
%
|
2021
|
2020
|
2019
|
||||||||||
Labor and other related expenses
|
34.8
|
%
|
36.7
|
%
|
35.1
|
%
|
2020 to 2021
(Decrease) Increase as a Percentage of Total Revenue
|
||||
Store management compensation
|
(1.5
|
%)
|
||
Miscellaneous wages
|
(0.8
|
%)
|
||
Employee health care expenses
|
(0.2
|
%)
|
||
Store bonus expense
|
(0.1
|
%)
|
||
Store hourly labor
|
0.8
|
%
|
2019 to 2020
Increase (Decrease) as a Percentage of Total Revenue
|
||||
Store management compensation
|
1.4
|
%
|
||
Miscellaneous wages
|
0.4
|
%
|
||
Employee health care expenses
|
0.3
|
%
|
||
Store hourly labor
|
(0.3
|
%)
|
||
Store bonus expense
|
(0.2
|
%)
|
2021
|
2020
|
2019
|
||||||||||
Other store operating expenses
|
24.0
|
%
|
24.4
|
%
|
20.4
|
%
|
2020 to 2021
(Decrease) Increase as a Percentage of Total Revenue
|
||||
Depreciation
|
(0.8
|
%)
|
||
Real and personal property taxes
|
(0.2
|
%)
|
||
Utilities
|
(0.1
|
%)
|
||
Preopening
|
(0.1
|
%)
|
||
Loss on asset disposition
|
(0.1
|
%)
|
||
Advertising
|
(0.1
|
%)
|
||
Rent
|
0.6
|
%
|
||
Other store expenses
|
0.4
|
%
|
2019 to 2020
Increase as a Percentage
of Total Revenue
|
||||
Depreciation
|
1.0
|
%
|
||
Other store expenses
|
0.6
|
%
|
||
Rent
|
0.6
|
%
|
||
Supplies
|
0.5
|
%
|
||
Advertising
|
0.4
|
%
|
||
Utilities
|
0.3
|
%
|
||
Real and personal property taxes
|
0.3
|
%
|
||
Maintenance
|
0.2
|
%
|
2021
|
2020
|
2019
|
||||||||||
General and administrative expenses
|
5.2
|
%
|
5.8
|
%
|
5.0
|
%
|
2020 to 2021
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Payroll and related expenses
|
(0.5
|
%)
|
||
Professional fees
|
(0.2
|
%)
|
||
Depreciation expense
|
(0.1
|
%)
|
||
Travel expense
|
(0.1
|
%)
|
||
Incentive compensation expense
|
0.3
|
%
|
2019 to 2020
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Payroll and related expenses
|
0.7
|
%
|
||
Professional fees
|
0.4
|
%
|
||
Incentive compensation expense
|
(0.2
|
%)
|
2021
|
2020
|
2019
|
||||||||||
Interest expense
|
$
|
56,108
|
$
|
22,327
|
$
|
16,488
|
2021
|
2020
|
2019
|
||||||||||
Effective tax rate
|
18.0
|
%
|
(35.3
|
%)
|
16.1
|
%
|
2021
|
2020
|
2019
|
||||||||||
Net cash provided by operating activities
|
$
|
301,903
|
$
|
161,002
|
$
|
362,796
|
||||||
Net cash provided by (used in) investing activities
|
78,330
|
(157,226
|
)
|
(241,574
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
(672,636
|
)
|
396,336
|
(198,994
|
)
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
(292,403
|
)
|
$
|
400,112
|
$
|
(77,772
|
)
|
2021
|
2020
|
2019
|
||||||||||
Capital expenditures, net of proceeds from insurance recoveries
|
$
|
70,130
|
$
|
296,008
|
$
|
137,540
|
2021
|
2020
|
2019
|
||||||||||
Proceeds from sale of property and equipment
|
$
|
149,960
|
$
|
207,253
|
$
|
151
|
July 30, 2021
|
||||
Borrowing capacity under the 2019 Revolving Credit Facility
|
$
|
800,000
|
||
Less: Outstanding borrowings under the 2019 Revolving Credit Facility
|
85,000
|
|||
Less: Standby letters of credit*
|
31,896
|
|||
Borrowing availability under the 2019 Revolving Credit Facility
|
$
|
683,104
|
2021
|
2020
|
2019
|
||||||||||
Dividends per share paid
|
$
|
1.30
|
$
|
3.90
|
$
|
8.00
|
2021
|
2020
|
2019
|
||||||||||
Working capital (deficit)
|
$
|
(111,666
|
)
|
$
|
191,956
|
$
|
(150,094
|
)
|
Payments due by Years
|
||||||||||||||||||||
Contractual Obligations (a)
|
Total
|
2022
|
2023-2024
|
2025-2026
|
After 2026
|
|||||||||||||||
2019 Revolving Credit Facility (b)
|
$
|
85,000
|
$
|
—
|
$
|
85,000
|
$
|
—
|
$
|
—
|
||||||||||
Convertible Debt (c)
|
309,375
|
1,875
|
3,750
|
303,750
|
—
|
|||||||||||||||
Leases (d)
|
1,237,088
|
86,992
|
142,379
|
122,730
|
884,987
|
|||||||||||||||
Purchase obligations (e)
|
55,481
|
51,734
|
1,402
|
546
|
1,799
|
|||||||||||||||
Other long-term obligations (f)
|
39,380
|
-—
|
4,758
|
95
|
34,527
|
|||||||||||||||
Total contractual cash obligations
|
$
|
1,726,324
|
$
|
140,601
|
$
|
237,289
|
$
|
427,121
|
$
|
921,313
|
Amount of Commitment Expirations by Years
|
||||||||||||||||||||
Total
|
2022
|
2023-2024
|
2025-2026
|
After 2026
|
||||||||||||||||
2019 Revolving Credit Facility(b)
|
$
|
800,000
|
$
|
—
|
$
|
800,000
|
$
|
—
|
$
|
—
|
||||||||||
Convertible Debt (c)
|
300,000
|
—
|
—
|
300,000
|
—
|
|||||||||||||||
Standby letters of credit(g)
|
31,896
|
6,394
|
25,502
|
—
|
—
|
|||||||||||||||
Total commitments
|
$
|
1,131,896
|
$
|
6,394
|
$
|
825,502
|
$
|
300,000
|
$
|
—
|
(a) |
At July 30, 2021, the entire liability for uncertain tax positions (including penalties and interest) is classified as a long-term liability. At this time, we are unable to make a reasonably reliable estimate of the amounts and timing of payments in individual years because of uncertainties in the timing of the effective settlement of tax positions. As such, the liability for uncertain tax positions of $22,232 is not included in the contractual cash obligations and commitments table above.
|
(b) |
Our 2019 Revolving Credit Facility expires on September 5, 2023. Using a projected interest rate and the outstanding borrowings at July 30, 2021, we anticipate having interest payments of $3,221 and $3,194 in 2022 and 2023-2024, respectively. The projected interest rate for our outstanding borrowings is the LIBOR rate at July 30, 2021 of 0.18% plus our current credit spread of 3.00%. Based on our outstanding borrowings and our standby letters of credit at July 30, 2021 and our current unused commitment fee as defined in the 2019 Revolving Credit Facility, our unused commitment fees in 2022 and 2023-2024 would be $2,763 and $3,051, respectively; however, the actual amount will differ based on actual usage of the 2019 Revolving Credit Facility.
|
(c) |
Our $300,000 aggregate principal amount of 0.625% Convertible Senior Notes mature on June 15, 2026. The Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.
|
(d) |
Includes base lease terms and certain optional renewal periods for which, at the inception of the lease, it is reasonably certain that we will exercise.
|
(e) |
Purchase obligations consist of purchase orders for food and retail merchandise; purchase orders for capital expenditures, supplies, other operating needs and other services; and commitments under contracts for maintenance needs and other services. We have excluded contracts that do not contain minimum purchase obligations. We excluded long-term agreements for services and operating needs that can be cancelled within 60 days without penalty. We included long-term agreements and certain retail purchase orders for services and operating needs that can be cancelled with more than 60 days’ notice without penalty only through the term of the notice. We included long-term agreements for services and operating needs that only can be cancelled in the event of an uncured material breach or with a penalty through the entire term of the contract. Because of the uncertainties of seasonal demands and promotional calendar changes, our best estimate of usage for food, supplies and other operating needs and services is ratably over either the notice period or the remaining life of the contract, as applicable, unless we had better information available at the time related to each contract.
|
(f) |
Other long-term obligations include our Non-Qualified Savings Plan ($32,527, with a corresponding long-term asset to fund the liability; see Note 14 to the Consolidated Financial Statements), Deferred Compensation Plan ($2,000) and our long-term incentive plans ($4,853).
|
(g) |
Our standby letters of credit relate to securing reserved claims under workers’ compensation insurance and securing our sale and leaseback transactions entered into on July 29, 2020 and August 4, 2020. Our standby letters of credit reduce our borrowing availability under the 2019 Revolving Credit Facility.
|
• |
management believes are most important to the accurate portrayal of both our financial condition and operating results; and
|
• |
require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
|
• |
Impairment of Long-Lived Assets
|
• |
Insurance Reserves
|
• |
Retail Inventory Valuation
|
• |
Lease Accounting
|
Percentage of Food Purchases
|
|||
2021
|
2020
|
||
Beef
|
15%
|
13%
|
|
Fruits and vegetables
|
13%
|
12%
|
|
Dairy (including eggs)
|
12%
|
12%
|
|
Poultry
|
12%
|
10%
|
|
Pork
|
11%
|
10%
|
• |
We tested the effectiveness of controls related to insurance reserves, including management’s controls over the claims data provided to the actuary and those over the estimation of unresolved claims and IBNR claims.
|
• |
We evaluated the methods and assumptions used by management to estimate the insurance reserves by:
|
- |
Testing the underlying data that served as the basis for the actuarial analysis, including reconciling the claims data to the actuarial analysis, testing current‐year claims and payment data, verifying the self‐insured retention limits, testing the annual exposure data, and recalculating the discount using the published risk‐free rates.
|
- |
Comparing management’s selected insurance reserve estimates within the range provided by their third‐party actuary to historical trends.
|
- |
Performing a retrospective review by comparing the prior‐year recorded amounts to the subsequent claim emergence.
|
- |
Developing, with the assistance of our actuarial specialists, an independent range of estimates of the insurance reserves, utilizing paid and reported loss development factors from the Company’s historical data and industry loss development factors as deemed necessary, and comparing our estimated range to management’s estimates.
|
• |
We tested the effectiveness of internal controls over the 2026 Notes, including the Company’s accounting treatment for the recording of the 2026 Notes and the determination of the fair value of the liability component.
|
• |
With the assistance of professionals in our firm having expertise in debt issuance accounting, we evaluated the Company’s conclusions regarding the accounting treatment applied to the recording of the 2026 Notes.
|
• |
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the significant assumptions used to determine the fair value of the liability component, by:
|
- |
Testing the source information underlying the fair value of the liability component and the mathematical accuracy of the calculation.
|
- |
Developing a range of independent estimates and compared those to the fair value of the liability component determined by management.
|
(In thousands except share data)
|
||||||||
ASSETS
|
July 30, 2021
|
July 31, 2020
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
144,593
|
$
|
436,996
|
||||
Accounts receivable
|
27,372
|
20,157
|
||||||
Income taxes receivable
|
21,123
|
28,852
|
||||||
Inventories
|
138,320
|
139,091
|
||||||
Prepaid expenses and other current assets
|
22,188
|
17,916
|
||||||
Total current assets
|
353,596
|
643,012
|
||||||
Property and Equipment:
|
||||||||
Land
|
255,238
|
306,201
|
||||||
Buildings and improvements
|
776,441
|
897,120
|
||||||
Restaurant and other equipment
|
783,264
|
748,606
|
||||||
Leasehold improvements
|
405,785
|
394,461
|
||||||
Construction in progress
|
13,761
|
17,130
|
||||||
Total
|
2,234,489
|
2,363,518
|
||||||
Less: Accumulated depreciation and amortization
|
1,254,639
|
1,233,457
|
||||||
Property and equipment – net
|
979,850
|
1,130,061
|
||||||
Operating lease right-of-use assets, net
|
974,477
|
691,949
|
||||||
Goodwill
|
4,690
|
4,690
|
||||||
Intangible assets
|
21,285
|
20,960
|
||||||
Other assets
|
57,796
|
53,586
|
||||||
Total
|
$
|
2,391,694
|
$
|
2,544,258
|
||||
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
135,176
|
$
|
103,504
|
||||
Current portion of long-term debt
|
124
|
39,395
|
||||||
Current operating lease liabilities
|
50,451
|
42,301
|
||||||
Taxes withheld and accrued
|
48,031
|
31,177
|
||||||
Accrued employee compensation
|
64,792
|
56,315
|
||||||
Accrued employee benefits
|
23,724
|
24,377
|
||||||
Deferred revenues
|
93,157
|
94,762
|
||||||
Dividend payable
|
23,970
|
31,598
|
||||||
Other current liabilities
|
25,837
|
27,627
|
||||||
Total current liabilities
|
465,262
|
451,056
|
||||||
Long-term debt
|
327,253
|
910,000
|
||||||
Long-term operating lease liabilities
|
748,305
|
632,630
|
||||||
Long-term interest rate swap liability
|
—
|
23,860
|
||||||
Other long-term obligations
|
88,615
|
80,605
|
||||||
Deferred income taxes
|
98,626
|
27,718
|
||||||
Commitments and Contingencies (Notes 11 and 17)
|
|
|
||||||
Shareholders’ Equity:
|
||||||||
Preferred stock – 100,000,000 shares of $0.01 par value authorized; 300,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued
|
—
|
—
|
||||||
Common stock – 400,000,000 shares of $0.01 par value authorized; 2021 – 23,497,166 shares issued and outstanding; 2020 –23,697,396 shares issued and outstanding
|
235
|
237
|
||||||
Additional paid-in capital
|
—
|
—
|
||||||
Accumulated other comprehensive loss
|
—
|
(20,346
|
)
|
|||||
Retained earnings
|
663,398
|
438,498
|
||||||
Total shareholders’ equity
|
663,633
|
418,389
|
||||||
Total
|
$
|
2,391,694
|
$
|
2,544,258
|
|
(In thousands except share data)
Fiscal years ended
|
|||||||||||
|
July 30, 2021
|
July 31, 2020
|
August 2, 2019
|
|||||||||
|
||||||||||||
Total revenue
|
$
|
2,821,444
|
$
|
2,522,792
|
$
|
3,071,951
|
||||||
Cost of goods sold (exclusive of depreciation and rent)
|
865,261
|
779,937
|
931,077
|
|||||||||
Labor and other related expenses
|
983,120
|
924,994
|
1,078,751
|
|||||||||
Other store operating expenses
|
676,301
|
614,733
|
626,453
|
|||||||||
General and administrative expenses
|
147,825
|
146,975
|
152,826
|
|||||||||
Gain on sale and leaseback transactions
|
(217,722
|
)
|
(69,954
|
)
|
—
|
|||||||
Impairment
|
—
|
22,496
|
—
|
|||||||||
Operating income
|
366,659
|
103,611
|
282,844
|
|||||||||
Interest expense
|
56,108
|
22,327
|
16,488
|
|||||||||
Income before income taxes
|
310,551
|
81,284
|
266,356
|
|||||||||
Provision for income taxes (income tax benefit)
|
56,038
|
(28,683
|
)
|
42,955
|
||||||||
Loss from unconsolidated subsidiary
|
—
|
(142,442
|
)
|
—
|
||||||||
Net income (loss)
|
$
|
254,513
|
$
|
(32,475
|
)
|
$
|
223,401
|
|||||
|
||||||||||||
Net income (loss) per share - basic
|
$
|
10.74
|
$
|
(1.36
|
)
|
$
|
9.29
|
|||||
Net income (loss) per share - diluted
|
$
|
10.71
|
$
|
(1.36
|
)
|
$
|
9.27
|
|||||
|
||||||||||||
Basic weighted average shares outstanding
|
23,692,063
|
23,865,367
|
24,037,272
|
|||||||||
Diluted weighted average shares outstanding
|
23,767,390
|
23,865,367
|
24,096,396
|
|
(In thousands)
Fiscal years ended
|
|||||||||||
|
July 30, 2021
|
July 31, 2020
|
August 2, 2019
|
|||||||||
|
||||||||||||
Net income (loss)
|
$
|
254,513
|
$
|
(32,475
|
)
|
$
|
223,401
|
|||||
|
||||||||||||
Other comprehensive income (loss) before income tax expense (benefit):
|
||||||||||||
Change in fair value of interest rate swaps
|
27,110
|
(17,740
|
)
|
(15,466
|
)
|
|||||||
Income tax expense (benefit)
|
6,764
|
(4,307
|
)
|
(3,868
|
)
|
|||||||
Other comprehensive income (loss), net of tax
|
20,346
|
(13,433
|
)
|
(11,598
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
274,859
|
$
|
(45,908
|
)
|
$
|
211,803
|
|
Common Stock
|
Additional
Paid-In
|
Accumulated
Other
Comprehensive
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Income (Loss)
|
Earnings
|
Equity
|
||||||||||||||||||
Balances at August 3, 2018
|
24,011,550
|
$
|
240
|
$
|
44,049
|
$
|
4,685
|
$
|
532,807
|
$
|
581,781
|
|||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
223,401
|
223,401
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
—
|
—
|
—
|
(11,598
|
)
|
—
|
(11,598
|
)
|
||||||||||||||||
Total comprehensive income (loss)
|
—
|
—
|
—
|
(11,598
|
)
|
223,401
|
211,803
|
|||||||||||||||||
Cash dividends declared - $8.05 per share
|
—
|
—
|
—
|
—
|
(194,558
|
)
|
(194,558
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
8,181
|
—
|
—
|
8,181
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
37,690
|
1
|
(2,498
|
)
|
—
|
—
|
(2,497
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Balances at August 2, 2019
|
24,049,240
|
241
|
49,732
|
(6,913
|
)
|
561,650
|
604,710
|
|||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
(32,475
|
)
|
(32,475
|
)
|
||||||||||||||||
Other comprehensive loss, net of tax
|
—
|
—
|
—
|
(13,433
|
)
|
—
|
(13,433
|
)
|
||||||||||||||||
Total comprehensive loss
|
—
|
—
|
—
|
(13,433
|
)
|
(32,475
|
)
|
(45,908
|
)
|
|||||||||||||||
Cash dividends declared - $3.90 per share
|
—
|
—
|
—
|
—
|
(93,757
|
)
|
(93,757
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
6,386
|
—
|
—
|
6,386
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
27,130
|
—
|
(2,160
|
)
|
—
|
—
|
(2,160
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(378,974
|
)
|
(4
|
)
|
(53,958
|
)
|
—
|
(1,045
|
)
|
(55,007
|
)
|
|||||||||||||
Cumulative-effect of change in accounting principle
|
—
|
—
|
—
|
—
|
4,125
|
4,125
|
||||||||||||||||||
Balances at July 31, 2020
|
23,697,396
|
$
|
237
|
$
|
—
|
$
|
(20,346
|
)
|
$
|
438,498
|
$
|
418,389
|
||||||||||||
Net income
|
—
|
—
|
—
|
—
|
254,513
|
254,513
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
—
|
—
|
20,346
|
—
|
20,346
|
||||||||||||||||||
Total comprehensive income
|
—
|
—
|
—
|
20,346
|
254,513
|
274,859
|
||||||||||||||||||
Cash dividends declared - $1.00 per share
|
—
|
—
|
—
|
—
|
(23,766
|
)
|
(23,766
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
8,729
|
—
|
—
|
8,729
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
32,313
|
—
|
(2,282
|
)
|
—
|
—
|
(2,282
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(232,543
|
)
|
(2
|
)
|
(29,151
|
)
|
—
|
(5,847
|
)
|
(35,000
|
)
|
|||||||||||||
Equity component value of convertible note Issuance, net of tax
|
—
|
—
|
53,004
|
—
|
—
|
53,004
|
||||||||||||||||||
Sale of common stock warrant
|
—
|
—
|
31,710
|
—
|
—
|
31,710
|
||||||||||||||||||
Purchase of convertible note hedge
|
—
|
—
|
(62,010
|
)
|
—
|
—
|
(62,010
|
)
|
||||||||||||||||
Balances at July 30, 2021
|
23,497,166
|
$
|
235
|
$
|
—
|
$
|
—
|
$
|
663,398
|
$
|
663,633
|
|
(In thousands)
Fiscal years ended
|
|||||||||||
|
July 30, 2021
|
July 31, 2020
|
August 2, 2019
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Net income (loss)
|
$
|
254,513
|
$
|
(32,475
|
)
|
$
|
223,401
|
|||||
Net loss from unconsolidated subsidiary
|
—
|
142,442
|
—
|
|||||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
108,604
|
118,178
|
107,537
|
|||||||||
Amortization of debt discount and issuance costs
|
864
|
—
|
—
|
|||||||||
Loss on disposition of property and equipment
|
4,064
|
6,469
|
10,265
|
|||||||||
Gain on sale and leaseback transactions
|
(217,722
|
)
|
(69,954
|
)
|
—
|
|||||||
Impairment
|
—
|
23,160
|
—
|
|||||||||
Share-based compensation
|
8,729
|
6,386
|
8,181
|
|||||||||
Noncash lease expense
|
55,817
|
63,442
|
—
|
|||||||||
Amortization of asset recognized from gain on sale and leaseback transactions
|
12,735
|
—
|
—
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Accounts receivable
|
(7,016
|
)
|
3,124
|
(3,261
|
)
|
|||||||
Income taxes receivable
|
7,729
|
(19,403
|
)
|
(9,449
|
)
|
|||||||
Inventories
|
771
|
16,094
|
1,295
|
|||||||||
Prepaid expenses and other current assets
|
(3,538
|
)
|
401
|
(1,985
|
)
|
|||||||
Other assets
|
(3,997
|
)
|
(5,638
|
)
|
2,852
|
|||||||
Accounts payable
|
31,672
|
(30,593
|
)
|
9,889
|
||||||||
Current operating lease liabilities
|
8,150
|
(11,269
|
)
|
—
|
||||||||
Taxes withheld and accrued
|
16,854
|
(7,019
|
)
|
1,127
|
||||||||
Accrued employee compensation
|
8,472
|
(11,573
|
)
|
7,311
|
||||||||
Accrued employee benefits
|
(653
|
)
|
(550
|
)
|
(489
|
)
|
||||||
Deferred revenues
|
(1,605
|
)
|
13,028
|
5,442
|
||||||||
Other current liabilities
|
2,791
|
6,868
|
3,492
|
|||||||||
Long-term operating lease liabilities
|
(59,388
|
)
|
(48,854
|
)
|
—
|
|||||||
Other long-term obligations
|
6,919
|
10,673
|
1,362
|
|||||||||
Deferred income taxes
|
67,138
|
(11,935
|
)
|
(4,174
|
)
|
|||||||
Net cash provided by operating activities
|
301,903
|
161,002
|
362,796
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(71,409
|
)
|
(297,328
|
)
|
(138,293
|
)
|
||||||
Proceeds from insurance recoveries of property and equipment
|
1,279
|
1,320
|
753
|
|||||||||
Proceeds from sale of property and equipment
|
149,960
|
207,253
|
151
|
|||||||||
Purchase of investment in unconsolidated subsidiary
|
—
|
—
|
(89,100
|
)
|
||||||||
Notes receivable from unconsolidated subsidiary
|
—
|
(35,500
|
)
|
(15,085
|
)
|
|||||||
Acquisition of business, net of cash acquired
|
(1,500
|
)
|
(32,971
|
)
|
—
|
|||||||
Net cash provided by (used in) investing activities
|
78,330
|
(157,226
|
)
|
(241,574
|
)
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of long-term debt
|
60,000
|
801,395
|
400,000
|
|||||||||
Proceeds from issuance of convertible senior notes
|
291,605
|
—
|
—
|
|||||||||
Taxes withheld from issuance of share-based compensation awards
|
(2,282
|
)
|
(2,160
|
)
|
(2,497
|
)
|
||||||
Principal payments under long-term debt
|
(924,572
|
)
|
(252,000
|
)
|
(400,000
|
)
|
||||||
Proceeds from issuance of warrants
|
31,710
|
—
|
—
|
|||||||||
Purchase of convertible note hedge
|
(62,010
|
)
|
—
|
—
|
||||||||
Purchases and retirement of common stock
|
(35,000
|
)
|
(55,007
|
)
|
—
|
|||||||
Deferred financing costs
|
(420
|
)
|
(1,348
|
)
|
(3,022
|
)
|
||||||
Dividends on common stock
|
(31,667
|
)
|
(94,544
|
)
|
(193,475
|
)
|
||||||
Net cash provided by (used in) financing activities
|
(672,636
|
)
|
396,336
|
(198,994
|
)
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
(292,403
|
)
|
400,112
|
(77,772
|
)
|
|||||||
Cash and cash equivalents, beginning of year
|
436,996
|
36,884
|
114,656
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
144,593
|
$
|
436,996
|
$
|
36,884
|
||||||
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest, net of amounts capitalized
|
$
|
40,802
|
$
|
20,268
|
$
|
12,100
|
||||||
Income taxes
|
2,907
|
5,666
|
56,450
|
|||||||||
|
||||||||||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||||||
Capital expenditures accrued in accounts payable
|
$
|
5,806
|
$
|
1,691
|
$
|
9,508
|
||||||
Change in fair value of interest rate swaps
|
27,110
|
(17,740
|
)
|
(15,466
|
)
|
|||||||
Change in deferred tax asset for interest rate swaps
|
(6,764
|
)
|
4,307
|
3,868
|
||||||||
Dividends declared but not yet paid
|
24,157
|
32,063
|
32,859
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(In thousands except share data)
|
|
Years
|
Buildings and improvements
|
30-45
|
Restaurant and other equipment
|
2-10
|
Leasehold improvements
|
1-35
|
|
2021
|
2020
|
2019
|
|||||||||
Total depreciation expense
|
$
|
107,090
|
$
|
117,259
|
$
|
107,294
|
||||||
Depreciation expense related to store operations*
|
100,054
|
109,362
|
100,366
|
|
2021
|
2020
|
2019
|
|||||||||
Advertising expense
|
$
|
83,630
|
$
|
79,155
|
$
|
81,855
|
Fair value of total consideration transferred
|
$
|
36,000
|
||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
||||
Financial assets
|
$
|
96
|
||
Property and equipment
|
13,580
|
|||
Operating lease right-of-use assets, net
|
14,454
|
|||
Indefinite-lived intangible asset*
|
20,960
|
|||
Other current and noncurrent assets
|
394
|
|||
Financial liabilities
|
(1,876
|
)
|
||
Operating lease liabilities
|
(15,973
|
)
|
||
Other noncurrent liabilities
|
(325
|
)
|
||
Total identifiable net assets
|
31,310
|
|||
Goodwill
|
$
|
4,690
|
● |
Quoted Prices in Active Markets for Identical Assets (“Level 1”) – quoted prices (unadjusted) for an identical asset or liability in an active market.
|
● |
Significant Other Observable Inputs (“Level 2”) – quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.
|
● |
Significant Unobservable Inputs (“Level 3”) – unobservable and significant to the fair value measurement of the asset or liability.
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
35,001
|
$
|
—
|
$
|
—
|
$
|
35,001
|
||||||||
Total
|
$
|
35,001
|
$
|
—
|
$
|
—
|
$
|
35,001
|
||||||||
Deferred compensation plan assets** measured at net asset value
|
aa
|
aa
|
aa
|
32,527
|
||||||||||||
Total assets at fair value
|
aa
|
aa
|
aa
|
$
|
67,528
|
|||||||||||
|
aa
|
aa
|
aa
|
|||||||||||||
Interest rate swap liability (see Note 8)
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
Total liabilities at fair value
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
132,001
|
$
|
—
|
$
|
—
|
$
|
132,001
|
||||||||
Total
|
$
|
132,001
|
$
|
—
|
$
|
—
|
$
|
132,001
|
||||||||
Deferred compensation plan assets** measured at net asset value
|
aaa
|
aaa
|
aaa
|
28,530
|
||||||||||||
Total assets at fair value
|
aa
|
aa
|
aaa
|
$
|
160,531
|
|||||||||||
|
aa
|
aa
|
aaa
|
|||||||||||||
Interest rate swap liability (see Note 8)
|
$
|
—
|
$
|
27,746
|
$
|
—
|
$
|
27,746
|
||||||||
Total liabilities at fair value
|
$
|
—
|
$
|
27,746
|
$
|
—
|
$
|
27,746
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Property and equipment
|
$
|
—
|
$
|
—
|
$
|
13,580
|
$
|
13,580
|
||||||||
Tradename*
|
—
|
—
|
20,960
|
20,960
|
||||||||||||
Goodwill
|
—
|
—
|
4,690
|
4,690
|
||||||||||||
Total
|
$
|
—
|
$
|
—
|
$
|
39,230
|
$
|
39,230
|
|
July 30, 2021
|
July 31, 2020
|
||||||
Retail
|
$
|
104,143
|
$
|
105,502
|
||||
Restaurant
|
21,583
|
19,636
|
||||||
Supplies
|
12,594
|
13,953
|
||||||
Total
|
$
|
138,320
|
$
|
139,091
|
|
July 30, 2021
|
|||
Liability component
|
||||
Principal
|
$
|
300,000
|
||
Less: Debt discount (1)
|
50,767
|
|||
Less: Debt issuance costs
|
7,254
|
|||
Net carrying amount
|
241,979
|
(1)
|
Debt discount and issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.
|
(See Note 5)
|
Balance Sheet Location
|
July 30, 2021
|
July 31, 2020*
|
||||||
Interest rate swaps
|
Other current liabilities
|
$
|
—
|
$
|
3,886
|
||||
Interest rate swaps
|
Long-term interest rate swap liability
|
—
|
23,860
|
||||||
Total liabilities
|
|
$
|
—
|
$
|
27,746
|
|
Amount of Income (Loss) Recognized in AOCL
on Derivatives (Effective Portion)
|
|||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Cash flow hedges:
|
||||||||||||
Interest rate swaps
|
$
|
27,110
|
$
|
(17,740
|
)
|
$
|
(15,466
|
)
|
|
July 31,
2021
|
July 30,
2020
|
August 2,
2019
|
|||||||||
Beginning AOCL balance
|
$
|
(20,346
|
)
|
$
|
(6,913
|
)
|
$
|
4,685
|
||||
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
39,424
|
(12,559
|
)
|
(11,752
|
)
|
|||||||
Amounts reclassified from AOCL into earnings
|
(19,078
|
)
|
(874
|
)
|
154
|
|||||||
Other comprehensive income (loss), net of tax
|
20,346
|
(13,433
|
)
|
(11,598
|
)
|
|||||||
Ending AOCL balance
|
$
|
—
|
$
|
(20,346
|
)
|
$
|
(6,913
|
)
|
Location of (Income) Loss
Reclassified from AOCL into Income
(Effective Portion)
|
Amount of (Income) Loss Reclassified from
AOCL into Income (Effective Portion)
|
||||||||||||
|
|
2021
|
2020
|
2019
|
|||||||||
Cash flow hedges:
|
|
||||||||||||
Interest rate swaps
|
Interest expense
|
$
|
25,420
|
$
|
1,165
|
$
|
(206
|
)
|
|
2021
|
2020
|
2019
|
|||||||||
Restaurant
|
$
|
2,227,246
|
$
|
2,032,030
|
$
|
2,482,377
|
||||||
Retail
|
594,198
|
490,762
|
589,574
|
|||||||||
Total revenue
|
$
|
2,821,444
|
$
|
2,522,792
|
$
|
3,071,951
|
|
Year Ended
July 30, 2021
|
Year Ended
July 31, 2020
|
||||||
Operating lease cost
|
$
|
106,266
|
$
|
82,963
|
||||
Short term lease cost
|
2,363
|
2,896
|
||||||
Variable lease cost
|
2,248
|
1,719
|
||||||
Total lease cost
|
$
|
110,877
|
$
|
87,578
|
Year
|
Minimum
|
Contingent
|
Total
|
|||||||||
2019
|
$
|
78,044
|
$
|
280
|
$
|
78,324
|
|
Year Ended
July 30, 2021
|
Year Ended
July 31, 2020
|
||||||
Operating cash flow information:
|
||||||||
Gain on sale and leaseback transactions
|
$
|
217,722
|
$
|
69,954
|
||||
Cash paid for amounts included in the measurement of lease liabilities
|
89,264
|
80,265
|
||||||
Noncash information:
|
||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
316,563
|
267,266
|
||||||
Lease modifications or reassessments increasing or decreasing right-of-use assets
|
35,059
|
29,793
|
||||||
Lease modifications removing right-of-use assets
|
(544
|
)
|
(19,939
|
)
|
|
July 30, 2021
|
July 31, 2020
|
||||||
Weighted-average remaining lease term
|
18.17 Years
|
19.05 Years
|
||||||
Weighted-average discount rate
|
4.84
|
%
|
4.50
|
%
|
Year
|
Total
|
|||
2022
|
$
|
86,992
|
||
2023
|
78,471
|
|||
2024
|
63,908
|
|||
2025
|
61,182
|
|||
2026
|
61,548
|
|||
Thereafter
|
884,987
|
|||
Total future minimum lease payments
|
1,237,088
|
|||
Less imputed remaining interest
|
(438,332
|
)
|
||
Total present value of operating lease liabilities
|
$
|
798,756
|
Long-Term Performance Plan (“LTPP”)
|
Performance Period
|
Vesting Period
(in Years)
|
2021 LTPP
|
2021 – 2022
|
2 or 3
|
2020 LTPP
|
2020 – 2021
|
2 or 3
|
|
||||
2021 LTPP
|
15,594
|
|||
2020 LTPP
|
19,824
|
|
||||||||
Nonvested Stock
|
Shares
|
Weighted-Average Grant
Date Fair Value
|
||||||
Unvested at July 31, 2020
|
59,755
|
$
|
152.34
|
|||||
Granted
|
59,096
|
122.44
|
||||||
Vested
|
(21,998
|
)
|
145.48
|
|||||
Forfeited
|
(7,530
|
)
|
133.86
|
|||||
Unvested at July 30, 2021
|
89,323
|
$
|
135.81
|
|
2021
|
2020
|
2019
|
|||||||||
Total fair value of nonvested stock
|
$
|
3,200
|
$
|
3,084
|
$
|
5,119
|
● |
The expected volatilities are the historical volatilities of the Company’s stock and the members of the peer group over the period commensurate with the three-year performance period.
|
● |
The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period. The risk-free rate for the nonvested stock units granted in 2020 was 1.6%. The risk-free interest rate for the nonvested stock units granted in 2019 was 2.9%.
|
● |
The expected dividend yield is assumed to be zero since the award holders are entitled to any dividends paid over the performance period.
|
|
Shares
|
|||
2020 rTSR RSUs
|
4,120
|
|||
2019 rTSR RSUs
|
8,591
|
|
2021
|
2020
|
2019
|
|||||||||
Total compensation expense
|
$
|
8,729
|
$
|
6,386
|
$
|
8,181
|
|
Nonvested
Stock Awards
|
Nonvested
Stock Units
|
||||||
Total unrecognized compensation
|
$
|
5,335
|
$
|
476
|
||||
Weighted-average period in years
|
1.78
|
1.00
|
● |
Flip in. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for $600.00, purchase shares of the Company’s common stock with a market value of $1,200.00, based on the market price of the common stock prior to such acquisition.
|
● |
Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $600.00, purchase shares of the acquiring corporation with a market value of $1,200.00, based on the market price of the acquiring corporation’s stock prior to such transaction.
|
● |
Notional Shares. Shares held by affiliates and associates of an Acquiring Person, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.
|
● |
will not be redeemable;
|
● |
will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;
|
● |
will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;
|
● |
will have the same voting power as one share of common stock; and
|
● |
if shares of the Company’s common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.
|
|
2021
|
2020
|
2019
|
|||||||||
401(k) Savings Plan
|
$
|
4,071
|
$
|
3,271
|
$
|
4,553
|
||||||
Non-Qualified Savings Plan
|
259
|
239
|
320
|
|
2021
|
2020
|
2019
|
|||||||||
Current:
|
||||||||||||
Federal
|
$
|
(13,505
|
)
|
$
|
(15,375
|
)
|
$
|
38,831
|
||||
State
|
2,405
|
(2,115
|
)
|
8,310
|
||||||||
Deferred:
|
||||||||||||
Federal
|
57,580
|
(13,467
|
)
|
(1,427
|
)
|
|||||||
State
|
9,558
|
2,274
|
(2,759
|
)
|
||||||||
Total provision for income taxes (income tax benefit)
|
$
|
56,038
|
$
|
(28,683
|
)
|
$
|
42,955
|
|
2021
|
2020
|
2019
|
|||||||||
Provision computed at federal statutory income tax rate
|
$
|
65,216
|
$
|
17,070
|
$
|
55,935
|
||||||
State and local income taxes, net of federal benefit
|
10,589
|
(263
|
)
|
4,248
|
||||||||
Loss on unconsolidated subsidiary
|
—
|
(29,913
|
)
|
—
|
||||||||
Federal net operating loss benefit
|
(5,402
|
)
|
(1,573
|
)
|
—
|
|||||||
Employer tax credits for FICA taxes paid on employee tip income
|
(12,323
|
)
|
(11,489
|
)
|
(15,107
|
)
|
||||||
Other employer tax credits
|
(3,234
|
)
|
(3,606
|
)
|
(3,537
|
)
|
||||||
Other-net
|
1,192
|
1,091
|
1,416
|
|||||||||
Total provision for income taxes (income tax benefit)
|
$
|
56,038
|
$
|
(28,683
|
)
|
$
|
42,955
|
|
July 30, 2021
|
July 31, 2020
|
||||||
Deferred tax assets:
|
||||||||
Compensation and employee benefits
|
$
|
12,089
|
$
|
6,559
|
||||
Accrued liabilities
|
14,145
|
9,587
|
||||||
Operating lease liabilities
|
199,029
|
168,395
|
||||||
Insurance reserves
|
7,141
|
6,772
|
||||||
Inventory
|
2,968
|
3,104
|
||||||
Deferred tax credits and carryforwards
|
16,978
|
19,419
|
||||||
Deferred loss on equity investment
|
—
|
35,281
|
||||||
Other
|
4,507
|
8,076
|
||||||
Deferred tax assets
|
$
|
256,857
|
$
|
257,193
|
||||
|
||||||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
$
|
99,075
|
$
|
99,452
|
||||
Inventory
|
7,161
|
7,144
|
||||||
Operating lease right-of-use asset
|
243,553
|
172,641
|
||||||
Other
|
5,694
|
5,674
|
||||||
Deferred tax liabilities
|
355,483
|
284,911
|
||||||
Net deferred tax liability
|
$
|
98,626
|
$
|
27,718
|
|
July 30, 2021
|
July 31, 2020
|
August 2, 2019
|
|||||||||
Balance at beginning of year
|
$
|
17,835
|
$
|
18,006
|
$
|
18,634
|
||||||
Tax positions related to the current year:
|
||||||||||||
Additions
|
1,596
|
1,407
|
2,742
|
|||||||||
Reductions
|
—
|
—
|
—
|
|||||||||
Tax positions related to the prior year:
|
||||||||||||
Additions
|
—
|
202
|
203
|
|||||||||
Reductions
|
(1,045
|
)
|
(256
|
)
|
(348
|
)
|
||||||
Settlements
|
(1,786
|
)
|
(138
|
)
|
(1,784
|
)
|
||||||
Expiration of statute of limitations
|
(2,123
|
)
|
(1,386
|
)
|
(1,441
|
)
|
||||||
Balance at end of year
|
$
|
14,477
|
$
|
17,835
|
$
|
18,006
|
|
2021
|
2020
|
2019
|
|||||||||
Uncertain tax positions
|
$
|
11,437
|
$
|
14,090
|
$
|
14,225
|
|
2021
|
2020
|
2019
|
|||||||||
Net income (loss) per share numerator
|
$
|
254,513
|
$
|
(32,475
|
)
|
$
|
223,401
|
|||||
|
||||||||||||
Net income (loss) per share denominator:
|
||||||||||||
Basic weighted average shares outstanding
|
23,692,063
|
23,865,367
|
24,037,272
|
|||||||||
Add potential dilution:
|
||||||||||||
Nonvested stock awards and units
|
75,327
|
—
|
59,124
|
|||||||||
Diluted weighted average shares outstanding
|
23,767,390
|
23,865,367
|
24,096,396
|
|
1st Quarter(a) (c)
|
2nd Quarter(a)
|
3rd Quarter(a) (b)
|
4th Quarter (a)(c)
|
||||||||||||
2021
|
||||||||||||||||
Total revenue
|
$
|
646,454
|
$
|
677,169
|
$
|
713,416
|
$
|
784,405
|
||||||||
Income before income taxes
|
226,391
|
3,580
|
42,876
|
37,704
|
||||||||||||
Net income
|
170,680
|
14,000
|
33,470
|
36,363
|
||||||||||||
Net income per share – basic
|
7.20
|
0.59
|
1.41
|
1.54
|
||||||||||||
Net income per share – diluted
|
7.18
|
0.59
|
1.41
|
1.53
|
||||||||||||
2020
|
||||||||||||||||
Total revenue
|
$
|
749,040
|
$
|
846,143
|
$
|
432,544
|
$
|
495,065
|
||||||||
Income (loss) before income taxes
|
59,793
|
75,630
|
(84,274
|
)
|
30,135
|
|||||||||||
Net income (loss)
|
43,223
|
61,168
|
(161,932
|
)
|
25,066
|
|||||||||||
Net income (loss) per share – basic
|
1.80
|
2.55
|
(6.81
|
)
|
1.06
|
|||||||||||
Net income (loss) per share – diluted
|
1.79
|
2.55
|
(6.81
|
)
|
1.05
|
(a) |
Beginning in the third quarter of 2020 and continuing throughout fiscal year 2021, the Company’s operating results were adversely affected by the impact of the COVID-19 pandemic.
|
(b) |
In the third quarter of 2020, the Company recorded a loss of $132,878, which represented its equity investment in PBS HC and its receivable related to the principal and accumulated interest amounts on PBS HC promissory notes. See Note 3 for further information regarding the Company’s investment in PBS HC.
|
(c) |
In the fourth quarter of 2020, the Company completed a sale and leaseback transaction and recorded a gain on the sale and leaseback transaction of $69,954. In the first quarter of 2021, the Company completed an additional sale and leaseback transaction and recorded a gain on the sale and leaseback transaction of $217,722.
|
/s/Sandra B. Cochran
|
|
Sandra B. Cochran
|
|
President and Chief Executive Officer
|
|
/s/P. Douglas Couvillion
|
|
P. Douglas Couvillion
|
|
Senior Vice President and Interim Chief Financial Officer
|
(a) |
List of documents filed as part of this report:
|
1. |
All financial statements – see Item 8.
|
2. |
All schedules have been omitted since they are either not required or not applicable, or the required information is included.
|
3. |
The exhibits listed in the accompanying Index to Exhibits immediately prior to the signature page to this Annual Report on Form 10-K.
|
Exhibit
|
|
3(I), 4(a)
|
|
3(II), 4(b)
|
|
4(c)
|
|
4(d), 10(a)
|
|
4(e)
|
|
4(f)
|
Description of Capital Stock (filed herewith)
|
10(b)
|
|
10(c)
|
|
10(d)
|
|
10(e)
|
10(f)
|
|
10(g)
|
|
10(h)
|
|
10(i)
|
|
10(j)
|
|
10(k)
|
|
10(l)
|
|
10(m)
|
|
10(n)
|
|
10(o)
|
|
10(p)
|
|
10(q)
|
|
10(r)
|
|
10(s)
|
|
10(t)
|
|
10(u)
|
|
10(v)
|
|
10(w)
|
|
10(x)
|
|
10(y)
|
|
10(z)
|
|
10(aa)
|
|
10(bb)
|
21
|
Subsidiaries of the Registrant (filed herewith)
|
23
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed under the Exchange Act on April 10, 2012 (Commission File No. 000-25225).
|
(2)
|
Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on February 24, 2012 (Commission File No. 000-25225).
|
(3)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on April 9, 2021.
|
(4)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(5)
|
Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(6)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on September 10, 2018.
|
(7)
|
Incorporated by reference to Exhibit 4(d) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended August 2, 2019.
|
(8)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2020.
|
(9)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2020.
|
(10)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended January 29, 2021.
|
(11)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on May 25, 2021.
|
(12)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 16, 2021.
|
(13)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2009 (Commission File No. 000-25225).
|
(14)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on December 7, 2010 (Commission File No. 000-25225).
|
(15)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on November 23, 2020 (Commission File No. 001-25225).
|
(16)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on December 7, 2010 (Commission File No. 000-25225).
|
(17)
|
Incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(18)
|
Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(19)
|
Incorporated by reference to Exhibit 10(cc) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(20)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 31, 2013 (Commission File No. 000-25225).
|
(21)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018.
|
(22)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018.
|
(23)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 30, 2018.
|
(24)
|
Incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K filed under the Exchange Act on September 28, 2018.
|
(25)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on August 3, 2020.
|
(26)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on August 3, 2020.
|
(27)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Amended Current Report on Form 8-K filed under the Exchange Act on August 5, 2020.
|
(28)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on December 3, 2020.
|
(29)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on December 3, 2020.
|
(30)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(31)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
|
By:
|
/s/Sandra B. Cochran
|
|
Sandra B. Cochran,
|
||
President and Chief Executive Officer
|
Name
|
Title
|
/s/Sandra B. Cochran
Sandra B. Cochran
|
President, Chief Executive Officer and Director
|
/s/P. Douglas Couvillion
P. Douglas Couvillion
|
Senior Vice President and Interim Chief Financial Officer
|
/s/Kara S. Jacobs
Kara S. Jacobs
|
Vice President, Corporate Controller and Principal Accounting Officer
|
/s/Thomas H. Barr
Thomas H. Barr
|
Director
|
/s/Carl T. Berquist
Carl T. Berquist
|
Director
|
/s/Meg G. Crofton
Meg G. Crofton
|
Director
|
/s/Gilbert R. Dávila
Gilbert R. Dávila
|
Director
|
/s/Norman E. Johnson
Norman E. Johnson
|
Director
|
/s/William W. McCarten
William W. McCarten
|
Director and Chairman of the Board
|
/s/Coleman H. Peterson
Coleman H. Peterson
|
Director
|
/s/Gisel Ruiz
Gisel Ruiz
|
Director
|
/s/Darryl Wade
Darryl Wade
|
Director
|
/s/Andrea M. Weiss
Andrea M. Weiss
|
Director
|
1 Year Cracker Barrel Old Count... Chart |
1 Month Cracker Barrel Old Count... Chart |
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