Form 8-K - Current report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): January 13, 2025

 

 

 

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Tennessee		001-25225		62-0812904
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)		CBRL		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01.

Regulation FD Disclosure.

 

On January 13-15, 2025, members of management of Cracker Barrel Old Country Store, Inc. (the “Company”) will be meeting with members of the investment community in conjunction with the 2025 ICR Conference, an annual industry event. A copy of the presentation deck (the “Presentation”) to be referred to by management at such meetings, which includes matters of potential interest to investors, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

All statements made in the Presentation and incorporated by reference herein other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or those of the industries and markets in which the Company participates, to differ materially from the Company’s expectations of future results, performance or achievements expressed or implied by these forward-looking statements. The Company’s past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed in the Presentation due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Presentation and the forward-looking statements contained therein speak only as of the date thereof. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in the Presentation, whether as a result of new information, future events, changed circumstances or any other reason.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.	Description
99.1	ICR Conference 2025 Presentation
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: January 13, 2025	CRACKER BARREL OLD COUNTRY STORE, INC.
	By:	/s/ Richard M. Wolfson
	Name:	Richard M. Wolfson
	Title:	Senior Vice President, General Counsel and Corporate Secretary

 

 

 

Exhibit 99.1

1

Forward-looking statements and safe harbor treatment All statements made by Cracker Barrel Old Country Store, Inc. (“the Company”) in this Presentation and in any commentary provided by the Company’s management in connection herewith other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. A reader or listener should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause the Company's actual results, performance or achievements, or those of the industries and markets in which the Company participates, to differ materially from the Company's expectations of future results, performance or achievements expressed or implied by these forward-looking statements. The Company's past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed in this presentation and management’s commentary due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. This presentation and the forward-looking statements contained therein and in management’s commentary speak only as of January 13, 2024. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in this presentation or management’s commentary, whether as a result of new information, future events, changed circumstances or any other reason. 2

Cracker Barrel is a brand that holds a place in people’s hearts… Since 1969, guests have trusted Cracker Barrel as a destination for genuine service, rich comfort food, and a sense of classic country tradition. For those that love it, it’s a brand that makes people smile, and for many, the place where treasured family memories were made.

44 658 $3.4B ~20% $14.05 ~70K States Stores Revenue Retail Revenue Average restaurant check Employees 4 Note: Data is for FY24. Revenue is on a 52-week basis. Cracker Barrel by the numbers

Laura Daily Chief Merchant Mgmt Tenure: 13 years Outstanding leadership team Julie Masino Chief Executive Officer Mgmt Tenure: 1 year Chris Edwards Chief Strategy Officer Mgmt Tenure: <1 year Craig Pommells Chief Financial Officer Mgmt Tenure: 3 years Cammie Spillyards-Schaefer Chief Operations Officer Mgmt Tenure: 3 years Donna Roberts Chief Human Resources Officer Mgmt Tenure: 5 years Mark Spurgin Chief Restaurant Supply Chain Officer Mgmt Tenure: 2 years Rich Wolfson General Counsel & Corporate Secretary Mgmt Tenure: 7 years Bruce Hoffmeister Chief Information Officer Mgmt Tenure: 4 years Sarah Moore Chief Marketing Officer Mgmt Tenure : <1 year 5

6 REFINE THE BRAND ENHANCE THE MENU EVOLVE THE STORE & GUEST EXPERIENCE WIN IN DIGITAL & OFF-PREMISE ELEVATE THE EMPLOYEE EXPERIENCE 5 PILLARS DRIVE RELEVANCY DELIVER FOOD & EXPERIENCE GUESTS LOVE GROW PROFITABILITY 3 IMPERATIVES 4 ENABLERS Tech Modernization Transformation System Margin Optimization Testing Transformation framework

Building momentum with early wins REFINE THE BRAND ENHANCE THE MENU EVOLVE THE STORE & GUEST EXPERIENCE WIN IN DIGITAL & OFF-PREMISE ELEVATE THE EMPLOYEE EXPERIENCE Finalize brand positioning & platform Completed comprehensive retail & restaurant guest journey mapping Accelerated menu innovation Strengthened value proposition Optimized pricing delivering strong flowthrough 600 bps YOY improvement in Q1 dinner traffic BOH optimization launched to first full region Improvements in key operating metrics most correlated with SSSG Making progress on “defensive” investments in maintenance capex to bring stores to brand standards in key areas Completed 19 “full” remodels and 12 “refreshes” as part of our remodel test 6M+ Cracker Barrel Rewards members Cracker Barrel Rewards delivering incremental sales & traffic Improvements in off-premise profitability and guest experience Hourly turnover improved 17 p.p. in Q1 vs. prior year Implemented foundational human capital management system 7

8 Menu innovation wins: Strengthening the pipeline 1) Increasing dinner preference with new craveworthy, ownable items 2) Leaning into breakfast expanding core platforms with new news 3) Upgrading product quality to ensure best-in-class core menu offerings

Expanding the pipeline Pot Roast & Dumplings 9 Nashville Hot Southern Fried Chicken Dumpling Chips & Skillet Dip Breakfast Patty Melt Sausage & Egg Hashbrown Casserole Fresh Berry Salad

1Q25 financial results demonstrate progress Q: How are the green shoots translating into financial results? [Craig] Targeted time: ~1 minute 10 Revenue Growth vs. prior year Q1 Total Revenue $845.1M +2.6% Comp Restaurant Sales vs. prior year Q1 +2.9% +290 bps Comparable store sales outperformed Black Box Casual Dining Industry 4 Quarters of sequential improvements in dinner traffic “We delivered positive comp sales performance for the 2nd consecutive quarter, driven by improved traffic and strong average check growth.” 10

11 Transformation expected to deliver meaningful improvement to financial performance Sales: $3.4B FY24* Adj. EBITDA: $206M Sales: $3.4B to $3.5B FY25 Guidance Adj. EBITDA: $200M to $215M Note*: 52-week basis. Net income for FY24 was $40.9M on a 53-week basis and $35.4M on a 52-week basis. FY27 Guidance Sales: $3.8B to $3.9B Adj. EBITDA: $375M to $425M Meaningful improvement in 2H26 & further acceleration in FY27 11 Key Drivers to Achieve FY27 Targets Traffic Drivers • Menu innovation/optimized marketing/Cracker Barrel Rewards • Improved guest experience • Remodels Non-Traffic Drivers • Strategic pricing • Cost savings and margin optimization ($50M to $60M)

12 Strategic investments will drive value-creating growth Potential Capital Expenditures by Year FY25 FY26 FY27 Baseline Capex $125M $125M $125M Strategic Investments* $35M to $55M $55M to $95M $135M to $175M Total Capex $160M to $180M $180M to $220M $260M to $300M *Strategic investments include two categories: 1) Growth investments such as remodels and technology 2) Defensive investments related to maintenance

14

Thank you! 15

DENTSU CREATIVE Non-GAAP reconciliation 16 In the accompanying presentation and the below reconciliation tables, the Company makes reference to EBITDA and adjusted EBITDA. The Company defines EBITDA as net income, calculated in accordance with GAAP, excluding depreciation and amortization, interest expense and tax expense. The Company further adjusts EBITDA to exclude, to the extent the following items occurred during the periods presented: (i) expenses related to share-based compensation, (ii) impairment charges and store closing costs, (iii) the proxy contest in connection with the Company’s 2024 annual meeting of shareholders, (iv) goodwill impairment charges, (v) the Company’s CEO transition, (vi) expenses associated with the Company’s strategic transformation initiative, (vii) a corporate restructuring charge, and (viii) an employee benefits policy change. The Company believes that presentation of EBITDA and adjusted EBITDA provides investors with an enhanced understanding of the Company's operating performance and debt leverage metrics and enhances comparability with the Company’s historical results, and that the presentation of this non-GAAP financial measure, when combined with the primary presentation of net income, is beneficial to an investor’s complete understanding of the Company’s operating performance. This information is not intended to be considered in isolation or as a substitute for net income prepared in accordance with GAAP. The Company is not able to reconcile the forward-looking estimate of adjusted EBITDA set forth in the accompanying presentation to a forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the probable significance of certain items impacting these estimates, including interest expense, taxes, closure and impairment charges and share-based compensation, with a reasonable degree of accuracy. Accordingly, the most directly comparable forward-looking GAAP estimate is not provided. FY 2024 53rd Week Impact GAAP Net Income $40,930 $5,498 (+) Depreciation & amortization 111,746 0 (+) Interest expense 20,933 402 (+) Income tax benefit (16,744) (119) EBITDA $156,865 $5,781 Adjustments Share-based compensation, net 5,584 0 Restructuring expenses 1,643 0 CEO transition expenses 8,574 0 Strategic transformation expenses 16,603 0 Employee benefits policy change (5,284) 0 Impairments and store closing costs 22,942 0 Goodwill impairment 4,690 0 Adjusted Reported EBITDA $211,617 $5,781 1Q25 GAAP Net Income $4,844 (+) Depreciation & amortization 29,154 (+) Interest expense 5,822 (+) Income tax benefit (3,595) EBITDA $36,225 Adjustments Share-based compensation, net 2,625 Strategic transformation expenses 3,298 Impairments and store closing costs 700 Proxy contest expenses 2,958 Adjusted Reported EBITDA $45,806

Cover	Jan. 13, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 13, 2025
Entity File Number	001-25225
Entity Registrant Name	CRACKER BARREL OLD COUNTRY STORE, INC.
Entity Central Index Key	0001067294
Entity Tax Identification Number	62-0812904
Entity Incorporation, State or Country Code	TN
Entity Address, Address Line One	305 Hartmann Drive
Entity Address, City or Town	Lebanon
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37087
City Area Code	615
Local Phone Number	444-5533
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (Par Value $0.01)
Trading Symbol	CBRL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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