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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.19 | 0.35% | 54.10 | 53.92 | 54.15 | 54.1091 | 53.91 | 53.99 | 4,720 | 14:32:11 |
Quarterly 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
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01)
|
|
(Nasdaq Global Select Market)
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
Emerging growth company
|
PART I. FINANCIAL INFORMATION
|
Page | ||
ITEM 1. Financial Statements (Unaudited)
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3
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4
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5
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6 |
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7 |
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15 | |||
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25 |
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25 | |||
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PART II. OTHER INFORMATION
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|||
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26 |
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26 | |||
26
|
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|
|||
27 |
ASSETS
|
October 27,
2023
|
July 28,
2023*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment
|
|
|
||||||
Less: Accumulated depreciation and amortization
|
|
|
||||||
Property and equipment – net
|
|
|
||||||
Operating lease right-of-use assets, net
|
|
|
||||||
Goodwill
|
|
|
||||||
Intangible assets
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Long-term operating lease liabilities
|
|
|
||||||
Other long-term obligations
|
|
|
||||||
Commitments and Contingencies (Note 10)
|
||||||||
Shareholders’ Equity:
|
||||||||
Preferred stock –
|
|
|
||||||
Common stock –
|
|
|
||||||
Additional paid-in capital
|
||||||||
Retained earnings
|
|
|
||||||
Total shareholders’ equity
|
|
|
||||||
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
Quarter Ended
|
||||||||
October 27, | October 28, | |||||||
2023
|
2022
|
|||||||
Total revenue
|
$
|
|
$
|
|
||||
Cost of goods sold (exclusive of depreciation and rent)
|
|
|
||||||
Labor and other related expenses
|
|
|
||||||
Other store operating expenses
|
|
|
||||||
General and administrative expenses
|
|
|
||||||
Operating income
|
|
|
||||||
Interest expense, net
|
|
|
||||||
Income before income taxes
|
|
|
||||||
Provision for income taxes
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Net income per share:
|
||||||||
Basic
|
$
|
|
$
|
|
||||
Diluted
|
$
|
|
$
|
|
||||
Weighted average shares:
|
||||||||
Basic
|
|
|
||||||
Diluted
|
|
|
Common Stock
|
Additional
Paid-In
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balances at July 28, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Balances at October 27, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Common Stock
|
Additional
Paid-In
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balances at July 29, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Purchases and retirement of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balances at October 28, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Three Months Ended
|
||||||||
October 27, | October 28, | |||||||
2023
|
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Amortization of debt issuance costs
|
||||||||
Loss on disposition of property and equipment
|
|
|
||||||
Share-based compensation
|
|
|
||||||
Noncash lease expense
|
|
|
||||||
Amortization of asset recognized from gain on sale and leaseback transactions
|
|
|
||||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
(
|
)
|
(
|
)
|
||||
Other current assets
|
|
(
|
)
|
|||||
Accounts payable
|
(
|
)
|
(
|
)
|
||||
Other current liabilities
|
(
|
)
|
|
|||||
Other long-term assets and liabilities
|
(
|
)
|
(
|
)
|
||||
Net cash used in operating activities |
(
|
)
|
(
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
||||
Proceeds from insurance recoveries of property and equipment
|
|
|
||||||
Proceeds from sale of property and equipment
|
|
|
||||||
Net cash used in investing activities |
(
|
)
|
(
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt |
||||||||
Principal payments under long-term debt |
( |
) | ||||||
Taxes withheld from issuance of share-based compensation awards
|
(
|
)
|
(
|
)
|
||||
Purchases and retirement of common stock |
( |
) | ||||||
Dividends on common stock
|
(
|
)
|
(
|
)
|
||||
Net cash provided by financing activities |
|
|
||||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents, beginning of period
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
|
$
|
|
||||
Income taxes
|
$
|
|
$
|
|
||||
Supplemental schedule of non-cash investing and financing activities*:
|
||||||||
Capital expenditures accrued in accounts payable
|
$
|
|
$
|
|
||||
Dividends declared but not yet paid
|
$
|
|
$
|
|
1. |
Condensed Consolidated Financial Statements
|
2. |
Fair Value Measurements
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
|||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets**
|
|
|||||||||||||||
Total assets at fair value
|
$
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
|||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets**
|
|
|||||||||||||||
Total assets at fair value
|
$
|
|
*
|
**
|
3. |
Inventories
|
October 27, 2023
|
July 28, 2023
|
|||||||
Retail
|
$
|
|
$
|
|
||||
Restaurant
|
|
|
||||||
Supplies
|
|
|
||||||
Total
|
$
|
|
$
|
|
4. |
Debt
|
October 27, 2023
|
July 28, 2023 | |||||||
Liability component | ||||||||
Principal
|
$
|
|
$ | |||||
Less: Debt issuance costs (1)
|
|
|||||||
Net carrying amount
|
$
|
|
$ |
(1) |
|
Quarter Ended
October 27, 2023
|
Quarter Ended
October 28, 2022
|
|||||||
Coupon interest
|
$
|
|
$ | |||||
Amortization of issuance costs | ||||||||
Total interest expense
|
$
|
|
$ |
5. |
Seasonality
|
6. |
Segment Information
|
7. |
Revenue Recognition
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Revenue:
|
||||||||
Restaurant
|
$
|
|
$
|
|
||||
Retail
|
|
|
||||||
Total revenue
|
$
|
|
$
|
|
8. |
Leases
|
Quarter Ended
|
Quarter Ended
|
|||||||
October 27, 2023 | October 28, 2022 | |||||||
Operating lease cost
|
$
|
|
$
|
|
||||
Short term lease cost
|
|
|
||||||
Variable lease cost
|
|
|
||||||
Total lease cost
|
$
|
|
$
|
|
Quarter Ended
|
Quarter Ended
|
|||||||
October 27, 2023 |
October 28, 2022
|
|||||||
Operating cash flow information:
|
||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
$
|
|
||||
Noncash information:
|
||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
||||||
Lease modifications or reassessments increasing or (decreasing) right-of-use assets
|
|
(
|
)
|
|||||
Lease modifications removing right-of-use assets
|
(
|
)
|
(
|
)
|
October 27, 2023
|
October 28, 2022
|
|||||||
Weighted-average remaining lease term
|
|
|
||||||
Weighted-average discount rate
|
|
%
|
|
%
|
Year
|
Total
|
|||
Remainder of 2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
Thereafter
|
|
|||
Total future minimum lease payments
|
|
|||
Less imputed remaining interest
|
(
|
)
|
||
Total present value of operating lease liabilities
|
$
|
|
9. |
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Net income per share numerator
|
$
|
|
$
|
|
||||
Net income per share denominator:
|
||||||||
Weighted average shares
|
|
|
||||||
Add potential dilution:
|
||||||||
Nonvested stock awards and units
|
|
|
||||||
Diluted weighted average shares
|
|
|
10. |
Commitments and Contingencies
|
• |
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.
|
Quarter Ended
|
||||||||
October 27,
|
October 28,
|
|||||||
2023
|
2022
|
|||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of goods sold (exclusive of depreciation and rent)
|
31.0
|
33.5
|
||||||
Labor and other related expenses
|
37.0
|
34.8
|
||||||
Other store operating expenses
|
24.7
|
23.4
|
||||||
General and administrative expenses
|
5.9
|
5.5
|
||||||
Operating income
|
1.4
|
2.8
|
||||||
Interest expense, net
|
0.6
|
0.4
|
||||||
Income before income taxes
|
0.8
|
2.4
|
||||||
Provision for income taxes
|
0.1
|
0.4
|
||||||
Net income
|
0.7
|
%
|
2.0
|
%
|
|
Quarter Ended
|
|||||||
|
October 27,
|
October 28,
|
||||||
|
2023
|
2022
|
||||||
Net change in units:
|
||||||||
Cracker Barrel
|
1
|
—
|
||||||
MSBC
|
1
|
3
|
||||||
|
||||||||
Units in operation at end of the period:
|
||||||||
Cracker Barrel
|
661
|
664
|
||||||
MSBC
|
60
|
54
|
||||||
Total units at end of the period
|
721
|
718
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Revenue in dollars:
|
||||||||
Restaurant
|
$
|
660,793
|
$
|
662,234
|
||||
Retail
|
163,046
|
177,285
|
||||||
Total revenue
|
$
|
823,839
|
$
|
839,519
|
||||
Total revenue by percentage relationships:
|
||||||||
Restaurant
|
80.2
|
%
|
78.9
|
%
|
||||
Retail
|
19.8
|
%
|
21.1
|
%
|
||||
Average unit volumes(1):
|
||||||||
Restaurant
|
$
|
975.6
|
$
|
974.9
|
||||
Retail
|
246.7
|
266.8
|
||||||
Total revenue
|
$
|
1,222.3
|
$
|
1,241.7
|
||||
Comparable store sales increase (decrease)(2):
|
||||||||
Restaurant
|
(0.5
|
%)
|
7.1
|
%
|
||||
Retail
|
(8.1
|
%)
|
4.3
|
%
|
||||
Restaurant and retail
|
(2.1
|
%)
|
6.5
|
%
|
||||
Average check increase
|
6.6
|
%
|
8.9
|
%
|
||||
Comparable restaurant guest traffic decrease(2):
|
(7.1
|
%)
|
(1.8
|
%)
|
Quarter Ended
|
||||||||
|
October 27,
2023
|
October 28,
2022
|
||||||
Cost of Goods Sold in dollars:
|
||||||||
Restaurant
|
$
|
173,441
|
$
|
192,516
|
||||
Retail
|
82,118
|
89,024
|
||||||
Total Cost of Goods Sold
|
$
|
255,559
|
$
|
281,540
|
||||
Cost of Goods Sold by percentage of revenue:
|
||||||||
Restaurant
|
26.2
|
%
|
29.1
|
%
|
||||
Retail
|
50.4
|
%
|
50.2
|
%
|
First Quarter
Increase (Decrease)
as a Percentage of
Total Retail Revenue
|
||||
Freight expense
|
0.4
|
%
|
||
Provision for obsolete inventory
|
(0.3
|
%)
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Labor and related expenses
|
37.0
|
%
|
34.8
|
%
|
First Quarter
Increase as a Percentage
of Total Revenue
|
||||
Store hourly labor
|
1.5
|
%
|
||
Store management compensation
|
0.4
|
%
|
||
Employee health care expense
|
0.2
|
%
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Other store operating expenses
|
24.7
|
%
|
23.4
|
%
|
First Quarter
Increase as a Percentage
of Total Revenue
|
||||
Advertising expense
|
0.8
|
%
|
||
Store occupancy costs
|
0.2
|
%
|
||
General insurance expense
|
0.1
|
%
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
General and administrative expenses
|
5.9
|
%
|
5.5
|
%
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Interest expense, net
|
$
|
4,938
|
$
|
3,532
|
Quarter Ended
|
||||||||
October 27,
2023
|
October 28,
2022
|
|||||||
Effective tax rate
|
15.7
|
%
|
14.7
|
%
|
• |
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
|
INDEX TO EXHIBITS
|
|
Exhibit
|
|
3.1
|
Amended and Restated Charter of Cracker Barrel Old Country Store, Inc. (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. 001-25225)
|
3.2
|
Second Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc. (incorporated by reference to Exhibit 3.2 to the
Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 7, 2022)
|
Confidential Separation Agreement and Release, between Jennifer Tate and the Company, dated as of August 28, 2023† (filed
herewith)
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
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)
|
†Denotes management contract or compensatory plan, contract or arrangement.
|
Date: November 30, 2023
|
By:
|
/s/Craig A. Pommells
|
|
Craig A. Pommells, Senior Vice President, Chief Financial Officer
|
|||
Date: November 30, 2023
|
By:
|
/s/Brian T. Vaclavik
|
|
Brian T. Vaclavik, Vice President, Corporate Controller and
|
|||
Principal Accounting Officer
|
1. |
Separation Payment. In consideration of Ms. Tate’s performance of her obligations under this Agreement, the Company will pay Ms. Tate a separation payment (“Separation Payment”) in an amount equal to (i) the average closing price of the Company’s stock for the seven trading days beginning on September 13, 2023 and ending on September 21, 2023, multiplied
by 3,000, plus (ii) $34,200. The Company will pay the Separation Payment in three equal installments within five business days of each of October 1, November 1, and December 1, 2023, subject to any legally required withholdings.
|
2. |
Termination of Severance Agreement; No Right to Severance or Other Additional Compensation; Forfeiture of Equity Awards.
|
A. |
This Agreement terminates, supersedes and replaces the Severance Agreement in its entirety, and, consequently, the Severance Agreement is void and of no further effect.
|
B. |
Ms. Tate hereby acknowledges and agrees that the Separation Payment is the only amount that is or will be due or owed to her in connection with her employment with the Company. Without limiting the foregoing, Ms. Tate acknowledges that
agrees that she has no right to any compensation under the Severance Agreement or under the Company’s FY 2023 Annual Bonus Plan. She further acknowledges that all equity awards granted to her under the Company’s 2010 or 2020 Omnibus
Incentive Compensation Plans, other than awards which vested prior to the Separation Date, were properly withheld from vesting and have been forfeited and that she has no right to the same in whole or in part.
|
3. |
Additional Covenants. In consideration of the Company’s promise to make the Separation Payment, Ms. Tate hereby agrees to the following terms and
conditions:
|
A. |
Cooperation. For six months after the Effective Date hereof, Ms. Tate shall make herself available at
mutually agreeable times to answer questions of Company personnel and generally assist with the transfer of her former duties.
|
B. |
Confidentiality. Indefinitely hereafter, Ms. Tate shall strictly maintain the confidentiality of any and
all Company marketing, financial, strategic planning, proprietary or other information which is known by her and which is not generally known to the public. Ms. Tate acknowledges that, as a result of her employment by the Company, Ms.
Tate became familiar with and acquired knowledge of confidential information and certain trade secrets that are special, unique and extraordinarily valuable assets of the Company. Ms. Tate agrees that all such confidential information
and trade secrets are the property of the Company and that all confidential information and trade secrets shall be considered to be proprietary to the Company and kept as the private records of the Company and will not be divulged to
any firm, individual, or institution, or otherwise used to the detriment of the Company. None of the foregoing confidentiality obligations are intended to, nor shall they, prohibit Ms. Tate from communicating with any governmental
agency.
|
C. |
Return of Company Property. Ms. Tate hereby represents and warrants that she has returned to the
Company, or within five business days of the Effective Date hereof will return, all Company property in Ms. Tate’s possession or control, including but not limited to keys, security cards and fobs, credit cards, furniture, equipment,
computer hardware and software, telephone equipment, and all documents, manuals, plans, equipment, training materials, business papers, personnel files, computer files or copies of the same relating to Company business which were or are
in Ms. Tate’s possession or control.
|
D. |
Non-Compete. For six months after the Separation Date, Ms. Tate shall not directly or indirectly own any
interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in, any business within the United States that is engaging
in the multi-unit restaurant business that offers full service dining (“Restricted Business”). The Company acknowledges and agrees that for purpose of this Agreement only, neither CKE Restaurants Holdings, Inc., nor any business
currently operated thereby (collectively, “CKE”) constitutes a Restricted Business. Ms. Tate acknowledges that during the course of Ms. Tate’s employment with the Company, as a result of Ms. Tate’s position within the Company, Ms. Tate
has become familiar with the Company’s trade secrets, personnel and other confidential information concerning the Company at a very high level and that Ms. Tate’s services have been of special, unique, and extraordinary value to the
Company. Nothing herein shall prohibit Ms. Tate from (i) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Ms. Tate has no active participation in the
business of such corporation; or (ii) becoming employed, engaged, associated or otherwise participating with a separately managed division or subsidiary of a competitive business that does not engage in the Restricted Business (provided
that Ms. Tate’s services are provided only to such division or subsidiary); or (iii) accepting employment with any federal or state government or governmental subdivision or agency.
|
E. |
Non-Solicit. For two years after the Separation Date, Ms. Tate shall not directly or indirectly
(including as an employee of CKE) do or facilitate any of the following: (i) encourage, solicit, or induce any employee of the Company to leave the employ of the Company, or in any way interfere with the relationship between the Company
and any employee thereof; (ii) hire or pay compensation to any individual who was an employee of the Company as of the Separation Date, even if such individual resigns from the Company (a “Company
Employee”); or (iii) encourage, solicit or induce any customer, supplier, licensee or other business relation of the Company to cease or materially reduce doing business with the Company, or in any way interfere with the
relationship between any such customer, supplier, licensee or business relation and the Company (including, without limitation, making any negative or disparaging statements or communications regarding the Company, its products or its
personnel). Notwithstanding the foregoing, nothing in this Agreement shall prohibit Ms. Tate or CKE from employing an individual (i) with the consent of the Company or (ii) who responds to general solicitations in publications or on
websites, or through the use of search firms, so long as such general solicitations or search firm activities are not targeted specifically at a Company Employee and so long as Ms. Tate has nothing whatsoever to do with identifying,
qualifying, or recruiting the individual and does not participate in the recruiting or employment process in any manner. For illustrative purposes and for the avoidance of doubt, Ms. Tate may not, directly or indirectly through
another person, (i) speak with or exchange texts or emails with any Company Employee regarding a potential job opportunity at CKE or outside of the Company, (ii) provide references or other information about a Company Employee to CKE or
to any other another employer with which Ms. Tate is in any way affiliated, or (iii) participate or facilitate the interviewing or assessment of a Company Employee for a position or role with CKE or otherwise outside of the Company.
|
F. |
Other Communications and Non-Disparagement. Beginning on August 21, 2023 and ending three years following
the Separation Date, and subject to Paragraph I of this Section 3 below, (i) Ms. Tate will not make any materially derogatory, unflattering or disparaging comments, verbally or in writing, about the Company or any of its current or
former directors or officers to any person, or about the Company’s business, products, services, strategies, investments, capabilities or business operations generally; and (ii) Ms. Tate shall not speak with any analysts or members of
the investment community (including shareholders or potential shareholders) about the Company or its businesses or its executives or directors, but shall instead refer all such inquiries to the Company’s investor relations department.
Notwithstanding the foregoing, nothing herein is intended to or should be construed to interfere with Ms. Tate’s (i) obligations to be truthful and accurate under oath, or (ii) Ms. Tate’s right or ability to respond to a breach by the
Company of its obligations under this Agreement. Furthermore, nothing herein is intended to deter, interfere with, or discourage Ms. Tate from exercising any right to communicate truthfully and in good faith with governmental or
regulatory agencies or authorities. Should any such agencies or authorities file a charge, action, complaint or lawsuit against Company based upon any of the claims released by Ms. Tate under the release attached hereto or otherwise
released in connection with the termination of Ms. Tate’s employment, Ms. Tate agrees not to seek or accept any resulting relief or other pecuniary benefit whatsoever.
|
G. |
Reasonable Scope. Ms. Tate agrees and acknowledges that the covenants set forth in this Section 3
are reasonable in scope and duration and necessary to protect the legitimate business interests of the Company and that the potential benefits conferred to Ms. Tate under this Agreement, whether or not such benefits are actually paid or
provided to Ms. Tate, are sufficient consideration therefor. If any of the provisions of the covenants in this Section 3 is construed to be invalid or unenforceable in any respect, the same shall be modified as the court may
direct in order to make such provision reasonable and enforceable, and such modification of the provision shall not affect the remainder of the provisions of the covenants, and such provision will be given the maximum possible effect
and the modified Agreement will be fully enforceable.
|
H. |
Refund of Separation Payment. Ms. Tate acknowledges that her performance of her obligations under paragraphs E and F of
this Section 3 are of the essence of this Agreement, and that her breach of her obligations under such paragraphs would cause damages that would be difficult or impossible to calculate or prove with precision. Without prejudice to the
Company’s ability to pursue equitable relief in order to prevent or stop any breach of these obligations by Ms. Tate, if the Company reasonably believes that Ms. Tate has breached any such obligations, the Company may suspend the
payment of any remaining installment of the Separation Payment unless and until a court or arbitrator rules otherwise. In the event a court or arbitrator rules that Ms. Tate in fact breached her obligations under paragraphs E or F of
this Section 3, (i) Ms. Tate shall be obliged to refund the Separation Payment to the Company (less any unpaid installments thereof); and (ii) Ms. Tate will promptly reimburse the Company for all costs and reasonable attorneys’ fees
incurred by the Company in bringing the action.
|
I. |
Prior Critical Statements. The non-disparament obligations of Ms. Tate under Paragraph F of this
Section 3 begin on August 21, 2023. The Company acknowledges the possibility that Ms. Tate may have made statements, verbally or in writing, prior to August 21, 2023, that could be deemed to be defamatory or critical of the Company or
certain of its officers or directors or about the company’s business, products, services, strategies, investments, capabilities or business operations generally (any of the foregoing, “Prior Critical Statements.”). Ms. Tate will have no liability, and the Company will have no right to withhold or receive nay refund of any
installment of the Separation Payment, to the extent that such liability or right is based on a prior Critical Statement.
|
4. |
References. In the event that the Company or any officer thereof is contacted by a prospective employer or recruiting firm regarding Ms. Tate, the Company will confirm
only that Ms. Tate worked for the Company as its Senior Vice President and Chief Marketing Officer from August 31, 2020 until the Separation Date and left under good terms.
|
5. |
Confidentiality of Agreement. Subject to Section 8 below and except as may be required by law or court order or to enforce the terms of this Agreement, Ms. Tate will keep
confidential and not disclose to any person or entity the substance and terms of this Agreement. Notwithstanding the foregoing, Ms. Tate may make such disclosure to (i) the legal department of CKE, and (ii) to the extent required on a
need-to-know basis, to her attorneys, tax preparers or accountants for tax or legal purposes or to her immediate family, so long as she first advises all such individuals of the foregoing confidentiality obligations of this Agreement,
and they agree to comply therewith. The Company may provide a copy of this Agreement to CKE and any other employer for which Ms. Tate eventually works.
|
6. |
Continued Cooperation. For five years following the Separation Date, Ms. Tate will cooperate as reasonably requested from time to time in the Company’s defense of
litigation instituted by any private party (but specifically excluding Government Agencies, as defined below). To that end, Ms. Tate will not voluntarily provide any information or testimony concerning the Company to a non-Government
Agency absent a court order or subpoena compelling her to do so. In the event Ms. Tate receives such an order or subpoena, she further agrees to: (i) provide a copy of the order/subpoena to the Company’s General Counsel, currently
Richard Wolfson, within 24 hours of receipt; (ii) oppose any such subpoena and/or allow the Company to oppose such a subpoena on her behalf; and (iii) cooperate with the Company in preparing for her testimony if and when it is compelled
or requested by the Company. Ms. Tate will testify truthfully in all matters, including on those occasions when she may be called upon by the Company to do so. All reasonable costs incurred by Ms. Tate in connection with her
obligations under this Section 6 will be reimbursed by the Company upon a timely request for reimbursement.
|
7. |
Unconditional Release. In consideration of the Company’s entrance into this Agreement, Ms. Tate, hereby knowingly and voluntarily forever releases the Company, its parent,
subsidiary and all affiliated corporations, officers, managers, agents, attorney, assigns and representatives (“Released Parties”) from any and all claims or causes of action that she may have,
whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, that arise from any event occurring prior to the execution of this Agreement, including but not limited to, events related to her employment
relationship with the Company and the termination of that employment relationship. The foregoing release and waiver of claims includes, but is not limited to, (i) all claims arising under federal, state or local laws governing the
employment relationship between Ms. Tate and the Company, including but not limited to those prohibiting employment discrimination; (ii) all claims growing out of any legal restrictions on the Company’s right to terminate its employees,
including any breach of contract, actual or implied, tort or retaliation claims; (iii) all claims of employment discrimination based on race, color, religion, creed, sex, and national origin, as provided under Title VII of the Civil
Rights Act of 1964, as amended, and 42 U.S.C. § 1981; (iv) all claims of discrimination based on age, as provided under the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act, all
claims under the Employee Retirement Income Security Act (ERISA); (v) all claims of employment discrimination under the Americans With Disabilities Act (ADA) and the Genetic Information Nondiscrimination Act; (vi) all claims under the
Family and Medical Leave Act (FMLA); and (vii) all claims under state law concerning Ms. Tate’s employment and/or payment of compensation or benefits including claims for unused vacation benefits. Notwithstanding the foregoing, Ms. Tate
does not release or discharge any claim, demand, rights or causes of action against any Released Party arising under the ADEA after she signs this Agreement on the date hereof. Ms. Tate acknowledges and agrees that she has knowingly
and voluntarily waived her right to review and consider this Agreement for at least twenty-one (21) calendar days before signing the Agreement (the “Review Period”), and that she has not been
induced by the Company through fraud, misrepresentation, or a threat to withdraw or alter the Agreement prior to the expiration of the Review Period or by providing different terms for signing the Agreement prior to the Review Period’s
expiration. Ms. Tate also acknowledges that no material changes have been made to this Agreement since she first received the Agreement from the Company. Finally, Ms. Tate acknowledges that she had the opportunity and was advised to
consult with an attorney of her own choice before signing this Agreement and that her signature appearing hereunder is knowing and voluntary.. Ms. Tate acknowledges and agrees that she may revoke this Agreement within seven (7) calendar
days after the date of the Agreement (the “Revocation Period”) and that this Agreement will not become effective or enforceable until this Revocation Period has expired.
|
8. |
Communications with Governmental Agencies. Nothing in this Agreement will be interpreted as prohibiting Ms. Tate from communicating with or participating in any
administrative proceeding before the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission, the United States Department of
Labor, or other federal, state or local law agency (“Government Agencies”). Nothing in this Agreement is intended to limit Ms. Tate’s ability to communicate with any Government Agencies or
otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Should any entity, agency, commission, or person
file a charge, action, complaint, or lawsuit against the Company based upon any of the claims otherwise released by Ms. Tate herein, Ms. Tate agrees not to seek or accept any relief or pecuniary benefit whatsoever resulting from such
charge, action, complaint, or lawsuit, other than an award for information provided to the SEC.
|
9. |
Opportunity for Counsel. Ms. Tate represents and warrants that she had the opportunity to be represented by counsel in connection with her consideration and execution of
this Agreement, that she has entered into this Agreement voluntarily, and that she has not relied on any representation made to her other than as set forth in this Agreement in deciding whether to enter into this Agreement.
|
10. |
Governing Law; Arbitration. This Agreement will be interpreted under Tennessee law. Any and all disputes arising out of this Agreement will first be submitted to mediation
by a private mediator mutually agreed upon by the parties, and, if necessary, thereafter to individual arbitration administered by the American Arbitration Association pursuant to its Employment rules and consistent with the ADR policy
adopted by the Company. The Company’s ADR policy is incorporated as if set forth fully herein. Ms. Tate’s previously executed ADR Agreement remains in full force and effect and is not superseded by this Agreement.
|
11. |
Reasonableness of Agreement. Ms. Tate agrees and acknowledges that all of her covenants and obligations under this Agreement are reasonable in nature and in scope and
necessary to protect the legitimate business interests of the Company.
|
12. |
Miscellaneous. This Agreement represents the complete and integrated agreement of the parties with respect to its subject matter and, except to the extent expressly stated
otherwise herein, replaces and supersedes all prior negotiations, understandings, discussions, and agreements, whether oral or written, between them. This Agreement may not be amended, and the rights and obligations of the parties
hereunder may not be assigned or delegated, except by the written agreement of the parties in each instance, and any waiver by a party of its rights hereunder must be in writing and will serve only as a waiver in such instance. If any
provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, then the remaining provisions of this Agreement shall be unaffected and shall remain in full force and effect. This Agreement may be
signed in counterparts through the exchange of electronic signatures or signatures exchanged as PDF files, which will have the effect of original signatures for all purposes.
|
/s/JenniferTate
|
Date: |
8/25/23
|
|
|
Jennifer Tate
|
CRACKER BARREL OLD COUNTRY STORE, INC. |
|||||
|
|||||
By:
|
/s/Jennifer Lankford
|
|
Date: |
8/28/23
|
|
|
|
|
|
|
|
Its:
|
Deputy General Counsel
|
|
|
EXHIBIT 31.1
|
CERTIFICATION
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
EXHIBIT 31.2
|
CERTIFICATION
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
Date: November 30, 2023
|
By:
|
/s/Julie Masino
|
|
|
Julie Masino
|
|
|
President and Chief Executive Officer
|
Date: November 30, 2023
|
By:
|
/s/Craig A. Pommells
|
|
|
Craig A. Pommells
|
|
|
Senior Vice President and Chief Financial Officer
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Oct. 27, 2023 |
Jul. 28, 2023 |
---|---|---|
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 22,185,112 | 22,153,625 |
Common stock, shares outstanding (in shares) | 22,185,112 | 22,153,625 |
Series A Junior Participating Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Abstract] | ||
Total revenue | $ 823,839 | $ 839,519 |
Cost of goods sold (exclusive of depreciation and rent) | 255,559 | 281,540 |
Labor and other related expenses | 304,447 | 291,708 |
Other store operating expenses | 203,685 | 196,704 |
General and administrative expenses | 48,735 | 45,948 |
Operating income | 11,413 | 23,619 |
Interest expense, net | 4,938 | 3,532 |
Income before income taxes | 6,475 | 20,087 |
Provision for income taxes | 1,019 | 2,958 |
Net income | $ 5,456 | $ 17,129 |
Net income per share: | ||
Basic (in dollars per share) | $ 0.25 | $ 0.77 |
Diluted (in dollars per share) | $ 0.25 | $ 0.77 |
Weighted average shares: | ||
Basic (in shares) | 22,165,852 | 22,193,774 |
Diluted (in shares) | 22,263,690 | 22,292,654 |
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Retained Earnings [Member] |
Total |
|||
---|---|---|---|---|---|---|---|
Balances at Jul. 29, 2022 | $ 223 | $ 0 | $ 511,256 | $ 511,479 | |||
Balances (in shares) at Jul. 29, 2022 | 22,281,443 | ||||||
Comprehensive Income: | |||||||
Net income | $ 0 | 0 | 17,129 | 17,129 | |||
Total comprehensive income | 0 | 0 | 17,129 | 17,129 | |||
Cash dividends declared | 0 | 0 | (28,689) | (28,689) | |||
Share-based compensation | 0 | 2,422 | 0 | 2,422 | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 0 | (2,380) | 0 | (2,380) | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 34,982 | ||||||
Purchases and retirement of common stock | $ (1) | (42) | (12,405) | (12,448) | |||
Purchases and retirement of common stock (in shares) | (120,958) | ||||||
Balances at Oct. 28, 2022 | $ 222 | 0 | 487,291 | 487,513 | |||
Balances (in shares) at Oct. 28, 2022 | 22,195,467 | ||||||
Balances at Jul. 28, 2023 | $ 221 | 3,886 | 479,718 | $ 483,825 | [1] | ||
Balances (in shares) at Jul. 28, 2023 | 22,153,625 | 22,153,625 | |||||
Comprehensive Income: | |||||||
Net income | $ 0 | 0 | 5,456 | $ 5,456 | |||
Total comprehensive income | 0 | 0 | 5,456 | 5,456 | |||
Cash dividends declared | 0 | 0 | (29,150) | (29,150) | |||
Share-based compensation | 0 | 1,622 | 0 | 1,622 | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 1 | (1,502) | 0 | (1,501) | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 31,487 | ||||||
Balances at Oct. 27, 2023 | $ 222 | $ 4,006 | $ 456,024 | $ 460,252 | |||
Balances (in shares) at Oct. 27, 2023 | 22,185,112 | 22,185,112 | |||||
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares |
3 Months Ended | |
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Oct. 27, 2023 |
Oct. 28, 2022 |
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract] | ||
Cash dividends declared (in dollars per share) | $ 1.3 | $ 1.3 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
|||
Cash flows from operating activities: | ||||
Net income | $ 5,456 | $ 17,129 | ||
Adjustments to reconcile net income to net cash used in operating activities: | ||||
Depreciation and amortization | 26,669 | 24,791 | ||
Amortization of debt issuance costs | 436 | 431 | ||
Loss on disposition of property and equipment | 1,632 | 683 | ||
Share-based compensation | 1,622 | 2,422 | ||
Noncash lease expense | 15,180 | 15,013 | ||
Amortization of asset recognized from gain on sale and leaseback transactions | 3,184 | 3,184 | ||
Changes in assets and liabilities: | ||||
Inventories | (17,905) | (17,761) | ||
Other current assets | 1,358 | (2,470) | ||
Accounts payable | (22,190) | (34,391) | ||
Other current liabilities | (4,832) | 2,242 | ||
Other long-term assets and liabilities | (26,407) | (11,873) | ||
Net cash used in operating activities | (15,797) | (600) | ||
Cash flows from investing activities: | ||||
Purchase of property and equipment | (24,718) | (21,779) | ||
Proceeds from insurance recoveries of property and equipment | 81 | 153 | ||
Proceeds from sale of property and equipment | 39 | 166 | ||
Net cash used in investing activities | (24,598) | (21,460) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of long-term debt | 156,000 | 60,000 | ||
Principal payments under long-term debt | (96,000) | 0 | ||
Taxes withheld from issuance of share-based compensation awards | (1,501) | (2,380) | ||
Purchases and retirement of common stock | 0 | (12,448) | ||
Dividends on common stock | (29,337) | (29,512) | ||
Net cash provided by financing activities | 29,162 | 15,660 | ||
Net decrease in cash and cash equivalents | (11,233) | (6,400) | ||
Cash and cash equivalents, beginning of period | 25,147 | 45,105 | ||
Cash and cash equivalents, end of period | 13,914 | 38,705 | ||
Cash paid during the period for: | ||||
Interest, net of amounts capitalized | 3,458 | 1,378 | ||
Income taxes | 42 | 2,002 | ||
Supplemental schedule of non-cash investing and financing activities: | ||||
Capital expenditures accrued in accounts payable | [1] | 4,316 | 4,594 | |
Dividends declared but not yet paid | [1] | $ 30,046 | $ 29,633 | |
|
Condensed Consolidated Financial Statements |
3 Months Ended | ||
---|---|---|---|
Oct. 27, 2023 | |||
Condensed Consolidated Financial Statements [Abstract] | |||
Condensed Consolidated Financial Statements |
Cracker Barrel Old Country Store, Inc., and its affiliates (collectively,
in these Notes to Condensed Consolidated Financial Statements, the “Company”) are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept.
The accompanying condensed consolidated financial statements have been
prepared by the Company in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) without audit. In the opinion of
management, all adjustments (consisting of normal and recurring items) necessary for a fair presentation of such condensed consolidated financial statements have been made. The results of operations for any interim period are not necessarily
indicative of results for a full year.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended July 28, 2023 (the “2023 Form 10-K”). The accounting policies used in preparing these condensed
consolidated financial statements are the same as described in the 2023 Form 10-K. References to a year in these Notes to Condensed Consolidated Financial Statements are to the Company’s fiscal year unless otherwise noted.
|
Fair Value Measurements |
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Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
The Company’s assets measured at fair value on a recurring basis at October 27, 2023 were as follows:
The Company’s assets measured at fair value on a recurring basis at July 28, 2023
were as follows:
The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets
are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The Company
did not have any liabilities measured at fair value on a recurring basis at October 27, 2023 and July 28, 2023. The fair value of the
Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at October 27, 2023 and July 28, 2023, respectively.
The Company’s financial instruments that are not remeasured at fair value include the 0.625% convertible Senior Notes (see Note 4). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2. The
estimated fair value of the Notes was $247,530 and $259,311, respectively, as of October 27, 2023 and July 28, 2023.
|
Inventories |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 27, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories were comprised of the following at:
|
Debt |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
On June 17, 2022, the Company entered into a five-year
$700,000 revolving credit facility (the “2022 Revolving Credit Facility”) with substantially the same terms and financial covenants as our
previous amended $800,000 revolving credit facility, which it replaced. The 2022 Revolving Credit Facility also contains an option to
increase the revolving credit facility by $200,000. The Company’s
outstanding borrowings under the 2022 Revolving Credit Facility were $180,000 and $120,000 on October 27, 2023 and July 28, 2023, respectively.
As of October 27, 2023, the Company had $32,466 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 10 for more
information on the Company’s standby letters of credit). As of October 27, 2023, the Company had $487,534 in borrowing availability under
the 2022 Revolving Credit Facility.
In accordance with the 2022 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at (1) the Term Secured
Overnight Financing Rate (SOFR) or (2) a base rate equal to the greater of (i) the prime rate, (ii) a rate that is 0.5% in excess of the
Federal Funds Rate, and (iii) Term SOFR plus 1.0%, in each case, plus an applicable margin based on the Company's consolidated total
leverage ratio. At October 27, 2023, the weighted average interest rate on the Company’s outstanding borrowings was 6.93%.
The 2022 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total senior secured leverage ratio and a
minimum consolidated interest coverage ratio. At October 27, 2023, the Company was in compliance with all financial covenants under the 2022 Revolving Credit Facility.
The 2022 Revolving Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the
Company is permitted to repurchase. Under the 2022 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2022 Revolving Credit Facility plus the Company’s cash and cash equivalents on
hand is at least $100,000 (the “Cash Availability”), the Company may declare and pay cash dividends on shares of its common stock and
repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total senior secured leverage ratio is 2.75 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any
fiscal year if the Company’s consolidated total leverage ratio is greater than 2.75 to 1.00 at the time the dividend or repurchase is
made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000,
the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal
year multiplied by four.
Convertible Senior Notes
On June 18, 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625%
convertible Senior Notes due in 2026 (the “Notes”). The Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association as the Trustee. The Notes will mature on June 15, 2026, unless earlier converted, repurchased or redeemed. 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.
The Notes are unsecured obligations and do not contain any financial or operating
covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. In an event of default, the principal amount of, and all accrued and unpaid
interest on, all of the notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the
Company to comply with certain reporting covenants in the Indenture will consist exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 calendar days during which such event of default has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the principal
amount of the Notes.
The initial conversion rate applicable to the Notes was 5.3153 shares of the Company’s common stock per $1,000
principal amount of Notes, which represented an initial conversion price of approximately $188.14 per share of the Company’s common stock,
a premium of 25.0% over the last reported sale price of $150.51 per share on June 15, 2021, the date on which the Notes were priced. The conversion rate is subject to customary adjustments upon the occurrence of certain events, including the payment
of dividends to holders of the Company’s common stock. As of October 27, 2023, the conversion rate, as adjusted, was 5.9975 shares of the
Company’s common stock per $1,000 principal amount of Notes. In addition, if certain corporate events that constitute a “Make-Whole
Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
Net proceeds from the Notes offering were $291,125, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.
The Notes are accounted for entirely as a liability, and the issuance costs of the
Notes are accounted for wholly as debt issuance costs.
The following table includes the outstanding principal amount and carrying value of the
Notes as of the dates indicated:
The effective rate of the Notes over their expected life is 1.23%. The following is a summary of interest expense for the Notes for specified periods:
During any calendar quarter commencing after September 30, 2021, in which the closing
price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30 consecutive trading days
of the quarter, holders may in the quarter immediately following, convert all or a portion of their Notes. The holders of the Notes were not eligible to convert their Notes during the first quarter of 2024, 2023, 2022 or 2021. When a conversion
notice is received, the Company has the option to pay or deliver the conversion amount entirely in cash or a combination of cash and shares of the Company’s common stock. Accordingly, as of October 27, 2023, the Company could not be required to
settle the Notes and, therefore, the Notes are classified as long-term debt.
Convertible Note Hedge and Warrant Transactions
In connection with the offering of the Notes, the Company entered into convertible note
hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”). Concurrently with
the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, which
initially was approximately 1,600,000 shares, subject to customary anti-dilution adjustments, and for which the Company received proceeds
that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).
The Convertible Note Hedge Transactions cover, subject to customary anti-dilution
adjustments, the number of shares of the Company’s common stock that initially underlay the Notes and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case
may be, upon conversion of the Notes. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was
initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. As of October 27, 2023, the
strike price, as adjusted, of the Warrant Transactions was $233.43 per share as a result of dividends declared since the Notes were issued.
The portion of the net proceeds to the Company from the offering of the Notes that was
used to pay the premium on the Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $30,310.
The net costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to additional paid-in capital in 2021.
Because these transactions meet certain accounting criteria, the Convertible Note Hedge
Transactions and Warrant Transactions were recorded in shareholders’ equity, not accounted for as derivatives and are not remeasured each reporting period.
|
Seasonality |
3 Months Ended | ||
---|---|---|---|
Oct. 27, 2023 | |||
Seasonality [Abstract] | |||
Seasonality |
Historically, the revenue and net income of the Company have been lower in the first and third quarters and higher in the second and fourth quarters.
Management attributes these variations to the holiday shopping season and the summer vacation and travel season. The Company’s retail sales, which are made substantially to the Company’s restaurant customers, historically have been highest in the
Company’s second quarter, which includes the holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been higher during the summer months, thereby contributing to higher profits in the Company’s fourth
quarter. The Company generally opens additional new locations throughout the year. Therefore, the results of operations for any interim period cannot be considered indicative of the operating results for an entire year.
|
Segment Information |
3 Months Ended | ||
---|---|---|---|
Oct. 27, 2023 | |||
Segment Information [Abstract] | |||
Segment Information |
Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are indistinguishable in
many respects. Accordingly, the Company currently manages its business on the basis of one reportable operating segment. All of the
Company’s operations are located within the United States.
|
Revenue Recognition |
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Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition |
Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation
by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company’s policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales
tax.
Disaggregation of revenue
Total revenue was comprised of the following for the specified periods:
Restaurant Revenue
The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Company’s performance obligation to
provide food and beverages is satisfied.
Retail Revenue
The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide
merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on return history and sales levels.
Gift Card Breakage
Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Company’s stores, are not
recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain number of gift cards will not be
fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Condensed Consolidated Statements of Income over the expected redemption period. Gift card breakage is recognized
when the likelihood of a gift card being redeemed by the customer is remote, and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction.
The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card
breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption. For the quarter ended October 27, 2023, gift card breakage was $3,170. For the quarter ended October 28, 2022, gift card breakage was $1,305.
Deferred revenue related to the Company’s gift cards was $81,809
and $88,566, respectively, at October 27, 2023 and July 28, 2023. Revenue recognized in the Condensed Consolidated Statements of Income for
the three months ended October 27, 2023 and October 28, 2022, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $14,847 and $16,489.
Loyalty Program
During the first quarter of 2024, the Company launched its customer loyalty program, Cracker
Barrel Rewards, which allows members to earn points (“pegs”) for each qualifying purchase in store or online. Pegs earned are then converted to rewards upon reaching certain thresholds. These rewards may be redeemed on future restaurant or retail
purchases in store or online.
The estimation of the standalone selling price of pegs and other rewards issued to customers
involves several assumptions, primarily the estimated value of the product for which the reward is expected to be redeemed and the probability that the pegs or reward will expire. These inputs are subject to change over time due to factors such
as increased costs or changes in customer behavior.
The Company defers a portion of the revenue related to the pegs earned at the time of the original transaction based on
the estimated value of the item for which the reward is expected to be redeemed, net of estimated unredeemed pegs. Pegs expire after twelve months.
Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the customer. As of October 27, 2023, deferred revenue related to the loyalty program was $419 and is included in other current liabilities on the Condensed Consolidated Balance Sheet.
|
Leases |
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Oct. 27, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable
operating leases. The Company also leases advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating leases. Additionally, the Company completed sale-leaseback transactions in 2009, 2020 and 2021 (see
section below entitled “Sale and Leaseback Transactions”); all the properties qualified for sale and leaseback and operating lease accounting classification. To determine whether a contract is or contains a lease, the Company determines at
contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the
identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability.
The Company’s leases all have varying terms and expire at various dates through 2058. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years
each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent
payments. The Company has included lease renewal options in the lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those
renewal options. Additionally, some of the leases have contingent rent provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage
of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company has entered into agreements for real estate leases that are not recorded as right-of-use assets or lease liabilities as we have not yet
taken possession. These leases are expected to commence in 2024 and 2025 with undiscounted future payments of $5,968 and $20,050, respectively.
The Company has elected not to separate lease and non-lease components. Additionally, the Company has elected to apply the short term lease
exemption to all asset classes and the short term lease expense for the period reasonably reflects the short term lease commitments. As the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on
the information available at the time of commencement or modification date in determining the present value of lease payments. For operating leases that commenced prior to the date of adoption of the new lease accounting guidance, the Company used
the incremental borrowing rate as of the adoption date. Assumptions used in determining the Company’s incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data.
The following table summarizes the components of lease cost for operating leases for the quarters ended October 27, 2023 and October 28,2022:
The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for the quarter
ended October 27, 2023 as compared to the same period in the prior year:
The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of October 27, 2023 and October 28, 2022:
The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of October 27, 2023:
Sale and Leaseback Transactions
In 2009, the Company completed sale-leaseback transactions involving 15 of its owned Cracker Barrel stores and its retail distribution center. Under the transactions, the land, buildings and improvements at the locations were sold and leased back for terms of 20 and 15 years, respectively. Equipment
was not included. The leases include specified renewal options for up to 20 additional years.
In 2020, the Company entered into an agreement with the original lessor and a third party financier to obtain ownership of 64 of the 65 Cracker Barrel properties
previously covered in the original sale and leaseback arrangement and simultaneously entered into a sale and leaseback transaction with the financier. The Company purchased the remaining property. In connection with this sale and leaseback
transaction, the Company entered into lease agreements for each of the properties for initial terms of 20 years and renewal options up to
50 years.
In 2021, the Company completed a sale and leaseback transaction involving 62 of its owned Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50
years.
|
Net Income Per Share and Weighted Average Shares |
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Oct. 27, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares |
Basic consolidated net income per share is computed by dividing consolidated net income
available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted consolidated net income per share reflects the potential dilution that could occur if securities, options or
other contracts to issue shares of common stock were exercised or converted into shares of common stock and is based upon the weighted average number of shares of common stock and common equivalent shares outstanding during the reporting period.
Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company represent the only dilutive effects on
diluted consolidated net income per share. The Company’s convertible senior notes and related warrants are calculated using the net share settlement option under the if converted method. Because the principal amount of the convertible senior notes will be settled in cash with any
excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s common stock during the
reporting period did not exceed the conversion price of $166.74 as of October 27, 2023. Warrants were excluded from the computation of
diluted earnings per share since the warrants’ strike price of $233.43 was greater than the average market price of the Company’s common
stock during the period. See Note 4 for additional information regarding the Company’s convertible senior notes.
The following table reconciles the components of diluted earnings per share computations:
|
Commitments and Contingencies |
3 Months Ended | ||
---|---|---|---|
Oct. 27, 2023 | |||
Commitments and Contingencies [Abstract] | |||
Commitments and Contingencies |
The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary
course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these contingencies will not materially affect the Company’s financial statements.
Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers.
As of October 27, 2023, the Company had $32,466 of standby letters of credit related to securing reserved claims under workers’
compensation insurance and certain sale and leaseback transactions. All standby letters of credit are renewable annually and reduce the Company’s borrowing availability under its 2022 Revolving Credit Facility (see Note 4).
The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of business. The Company believes that
the probability of incurring an actual liability under such indemnification agreements is sufficiently remote that no such liability has been recorded in the Condensed Consolidated Balance Sheet as of October 27, 2023.
|
Fair Value Measurements (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis |
The Company’s assets measured at fair value on a recurring basis at October 27, 2023 were as follows:
The Company’s assets measured at fair value on a recurring basis at July 28, 2023
were as follows:
|
Inventories (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories were comprised of the following at:
|
Debt (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Principal Amount and Carrying Value of the Notes |
The following table includes the outstanding principal amount and carrying value of the
Notes as of the dates indicated:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Interest Expense |
The effective rate of the Notes over their expected life is 1.23%. The following is a summary of interest expense for the Notes for specified periods:
|
Revenue Recognition (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue |
Total revenue was comprised of the following for the specified periods:
|
Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Lease Cost for Operating Leases |
The following table summarizes the components of lease cost for operating leases for the quarters ended October 27, 2023 and October 28,2022:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases |
The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for the quarter
ended October 27, 2023 as compared to the same period in the prior year:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases |
The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of October 27, 2023 and October 28, 2022:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturities of Undiscounted Cash Flows Reconciled to Total Operating Lease Liability |
The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of October 27, 2023:
|
Net Income Per Share and Weighted Average Shares (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 27, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Components of Diluted Earnings per Share Computations |
The following table reconciles the components of diluted earnings per share computations:
|
Fair Value Measurements (Details) - USD ($) $ in Thousands |
Oct. 27, 2023 |
Jul. 28, 2023 |
Jun. 18, 2021 |
||||
---|---|---|---|---|---|---|---|
0.625% Convertible Senior Notes Due 2026 [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Interest rate | 0.625% | 0.625% | |||||
Level 2 [Member] | 0.625% Convertible Senior Notes Due 2026 [Member] | Estimated Fair Value [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Fair value of notes | $ 247,530 | $ 259,311 | |||||
Recurring [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 1 | 9,001 | ||||
Deferred compensation plan assets | [2] | 23,581 | 27,129 | ||||
Total assets at fair value | 23,582 | 36,130 | |||||
Liabilities at fair value | 0 | 0 | |||||
Recurring [Member] | Level 1 [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 1 | 9,001 | ||||
Recurring [Member] | Level 2 [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 0 | 0 | ||||
Recurring [Member] | Level 3 [Member] | |||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | $ 0 | $ 0 | ||||
|
Inventories (Details) - USD ($) $ in Thousands |
Oct. 27, 2023 |
Jul. 28, 2023 |
|||
---|---|---|---|---|---|
Inventories [Abstract] | |||||
Retail | $ 158,352 | $ 145,175 | |||
Restaurant | 29,274 | 24,427 | |||
Supplies | 19,643 | 19,762 | |||
Total | $ 207,269 | $ 189,364 | [1] | ||
|
Debt, Revolving Credit Facility (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Oct. 27, 2023 |
Jul. 28, 2023 |
Jun. 17, 2022 |
Jun. 16, 2022 |
|
2022 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit facility, term | 5 years | |||
Maximum borrowing capacity | $ 700,000 | |||
Option to increase revolving credit facility | $ 200,000 | |||
Outstanding borrowings | $ 180,000 | $ 120,000 | ||
Amount of standby letters of credit | 32,466 | |||
Remaining borrowing capacity | $ 487,534 | |||
Weighted average interest rates | 6.93% | |||
Liquidity requirements | $ 100,000 | |||
Leverage ratio, maximum | 2.75 | |||
Dividends threshold | $ 100,000 | |||
Multiplier used in calculating aggregate amount of cash dividends on shares of common stock in any fiscal year | 4 | |||
2022 Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
2022 Revolving Credit Facility [Member] | SOFR [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
2019 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Maximum borrowing capacity | $ 800,000 |
Debt, Convertible Senior Notes (Details) - 0.625% Convertible Senior Notes Due 2026 [Member] - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |||||
---|---|---|---|---|---|---|
Jun. 18, 2021 |
Oct. 27, 2023 |
Jul. 28, 2023 |
Jun. 15, 2021 |
|||
Convertible Senior Notes [Abstract] | ||||||
Interest rate | 0.625% | 0.625% | ||||
Maturity date | Jun. 15, 2026 | |||||
Periodic interest payment frequency | semi-annually | |||||
Period of special interest to be received in the event of default | 180 days | |||||
Special interest rate to be received for first 90 days | 0.25% | |||||
Special Interest rate to be received thereafter | 0.50% | |||||
Conversion rate of common stock (in shares) | 5.3153 | 5.9975 | ||||
Debt instrument, converted amount | $ 1,000 | $ 1,000 | ||||
Conversion price per share (in dollars per share) | $ 188.14 | |||||
Common stock premium percentage | 25.00% | |||||
Sale price per share (in dollars per share) | $ 150.51 | |||||
Net proceeds from notes offering | 291,125 | |||||
Liability component [Abstract] | ||||||
Principal | 300,000 | $ 300,000 | ||||
Less: Debt issuance costs | [1] | 4,735 | 5,171 | |||
Net carrying amount | $ 295,265 | $ 294,829 | ||||
|
Debt, Summary of Interest Expense (Details) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 27, 2023
USD ($)
d
|
Oct. 28, 2022
USD ($)
|
|
Interest Expense [Abstract] | ||
Amortization of issuance costs | $ 436 | $ 431 |
0.625% Convertible Senior Notes Due 2026 [Member] | ||
Interest Expense [Abstract] | ||
Interest rate effective percentage | 1.23% | 1.23% |
Coupon interest | $ 474 | $ 474 |
Amortization of issuance costs | 436 | 431 |
Total interest expense | $ 910 | $ 905 |
Threshold percentage of stock price trigger | 130.00% | |
Threshold trading days | d | 20 | |
Threshold consecutive trading days | d | 30 |
Debt, Convertible Note Hedge and Warrant Transactions (Details) - Convertible Note Hedge Transactions [Member] $ / shares in Units, $ in Thousands |
3 Months Ended |
---|---|
Oct. 27, 2023
USD ($)
$ / shares
shares
| |
Convertible Note Hedge and Warrant Transactions [Abstract] | |
Number of shares of common stock included in Warrant Transactions (in shares) | shares | 1,600,000 |
Strike price (in dollars per share) | $ 263.39 |
Adjusted strike price (in dollars per share) | $ 233.43 |
Portion of net proceeds from offering of Notes used to pay the premium on Convertible Note Hedge Transactions, net of proceeds from Warrant Transactions | $ | $ 30,310 |
Segment Information (Details) |
3 Months Ended |
---|---|
Oct. 27, 2023
Line
Segment
| |
Segment Information [Abstract] | |
Number of product lines | Line | 2 |
Number of reportable operating segments | Segment | 1 |
Revenue Recognition (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
Jul. 28, 2023 |
|
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 823,839 | $ 839,519 | |
Gift card breakage | 3,170 | 1,305 | |
Deferred revenue related to gift cards | 81,809 | $ 88,566 | |
Revenue recognized for redemption of gift cards | $ 14,847 | 16,489 | |
Expiration period for points earned in loyalty program | 12 months | ||
Other Current Liabilities [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Deferred revenue related to loyalty program | $ 419 | ||
Restaurant [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | 660,793 | 662,234 | |
Retail [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 163,046 | $ 177,285 |
Leases, Summary (Details) $ in Thousands |
3 Months Ended |
---|---|
Oct. 27, 2023
USD ($)
Period
| |
Leases [Abstract] | |
Initial lease term | 20 years |
Maximum [Member] | |
Leases [Abstract] | |
Lease renewal option | 50 years |
Restaurant [Member] | |
Leases [Abstract] | |
Initial lease term | 10 years |
Lease renewal option | 5 years |
Undiscounted future payments for leases not yet commenced in 2024 | $ | $ 5,968 |
Undiscounted future payments for leases not yet commenced in 2025 | $ | $ 20,050 |
Restaurant [Member] | Minimum [Member] | |
Leases [Abstract] | |
Number of optional renewal periods | Period | 4 |
Restaurant [Member] | Maximum [Member] | |
Leases [Abstract] | |
Number of optional renewal periods | Period | 5 |
Leases, Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
|
Components of Lease Cost for Operating Leases [Abstract] | ||
Operating lease cost | $ 27,768 | $ 27,526 |
Short term lease cost | 194 | 227 |
Variable lease cost | 837 | 1,110 |
Total lease cost | $ 28,799 | $ 28,863 |
Leases, Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
|
Operating cash flow information [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 24,347 | $ 23,746 |
Noncash information [Abstract] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,651 | 3,991 |
Lease modifications or reassessments increasing or (decreasing) right-of-use assets | 16,917 | (516) |
Lease modifications removing right-of-use assets | $ (144) | $ (77) |
Leases, Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases (Details) |
Oct. 27, 2023 |
Oct. 28, 2022 |
---|---|---|
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases [Abstract] | ||
Weighted-average remaining lease term | 16 years 2 months 26 days | 17 years 3 months 21 days |
Weighted-average discount rate | 5.13% | 4.97% |
Leases, Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability (Details) $ in Thousands |
Oct. 27, 2023
USD ($)
|
---|---|
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability [Abstract] | |
Remainder of 2024 | $ 71,335 |
2025 | 78,101 |
2026 | 71,410 |
2027 | 68,069 |
2028 | 67,235 |
Thereafter | 780,610 |
Total future minimum lease payments | 1,136,760 |
Less imputed remaining interest | (382,421) |
Total present value of operating lease liabilities | $ 754,339 |
Leases, Sale and Leaseback Transactions (Details) - Store |
12 Months Ended | |||
---|---|---|---|---|
Jul. 30, 2021 |
Jul. 31, 2020 |
Jul. 31, 2009 |
Oct. 27, 2023 |
|
Sale Leaseback Transactions [Abstract] | ||||
Initial lease term | 20 years | |||
Maximum [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Lease renewal option | 50 years | |||
Owned Stores [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Number of owned stores involved in sale-lease back transactions | 62 | |||
Sale-leaseback Transactions in 2009 [Member] | Owned Stores [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Number of owned stores involved in sale-lease back transactions | 15 | |||
Initial lease term | 20 years | |||
Lease renewal option | 20 years | |||
Sale-leaseback Transactions in 2009 [Member] | Retail Distribution Center [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Initial lease term | 15 years | |||
Lease renewal option | 20 years | |||
Sale-leaseback Transactions in 2000 [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Initial lease term | 20 years | |||
Sale-leaseback Transactions in 2000 [Member] | Maximum [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Lease renewal option | 50 years | |||
Sale-leaseback Transactions in 2000 [Member] | Owned Stores [Member] | ||||
Sale Leaseback Transactions [Abstract] | ||||
Number of owned stores involved in sale-lease back transactions | 65 | |||
Number of stores completed in sale leaseback transaction | 64 |
Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | |
---|---|---|
Oct. 27, 2023 |
Oct. 28, 2022 |
|
Reconciliation of Components of Diluted Earnings per Share Computations [Abstract] | ||
Net income per share numerator | $ 5,456 | $ 17,129 |
Net income per share denominator [Abstract] | ||
Weighted average shares (in shares) | 22,165,852 | 22,193,774 |
Add potential dilution [Abstract] | ||
Nonvested stock awards and units (in shares) | 97,838 | 98,880 |
Diluted weighted average shares (in shares) | 22,263,690 | 22,292,654 |
Convertible Senior Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Conversion price (in dollars per share) | $ 166.74 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Abstract] | ||
Adjusted strike price (in dollars per share) | $ 233.43 |
Commitments and Contingencies (Details) $ in Thousands |
Oct. 27, 2023
USD ($)
|
---|---|
Standby Letters of Credit [Member] | Revolving Credit Facility [Member] | |
Loss Contingencies [Abstract] | |
Letters of credit outstanding | $ 32,466 |
1 Year Cracker Barrel Old Count... Chart |
1 Month Cracker Barrel Old Count... Chart |
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