UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-K/A
                                [Amendment No. 1]


       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[x]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the fiscal year ended July 30, 2004

                                       OR

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from            to
                                    ----------     ----------

                             Commission file number
                                    000-25225

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


                                CBRL GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Tennessee                                            62-1749513
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification Number)

305 Hartmann Drive, P.O. Box 787                                37088-0787
Lebanon, Tennessee                                              (Zip code)
(Address of principal executive offices)


       Registrant's telephone number, including area code: (615) 443-9869

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


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

                                      None


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

                                  Common Stock
                                (Par Value $.01)

                          Common Stock Purchase Rights
                                 (No Par Value)

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


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A.  X
                   --

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes X No __

The  aggregate  market  value  of  voting  stock  held by  nonaffiliates  of the
registrant,  by reference to the price at which the common equity was last sold,
or the  average  bid and  asked  price  of such  common  equity,  as of the last
business day of the registrant's  most recently  completed second fiscal quarter
which  ended  January  30,  2004,  was  $1,855,515,626.  For  purposes  of  this
computation, all directors,  executive officers and 10% beneficial owners of the
registrant  are assumed to be  affiliates.  This  assumption is not a conclusive
determination for purposes other than this calculation.

As of  September  24,  2004,  there  were  48,859,733  shares  of  common  stock
outstanding.








                       Documents Incorporated by Reference
                       -----------------------------------

Document from which Portions                              Part of Form 10-K/A
are Incorporated by Reference                           into which incorporated
- -----------------------------                           -----------------------

1.       Annual Report to Shareholders                          Part II
         for the fiscal year ended
         July 30, 2004 (the "2004 Annual Report")
2.       Proxy Statement for Annual                             Part III
         Meeting of Shareholders to be held
         November 23, 2004
        (the "2004 Proxy Statement")





                                Explanatory Note

     In  accordance  with  our  Current  Report  on Form  8-K,  filed  with  the
Securities and Exchange  Commission ("SEC") on February 17, 2005,  regarding our
intent to restate our previously  filed financial  statements for corrections in
accounting  for leases,  we are filing this  Amendment No. 1 on Form 10-K/A (the
"2004 Form  10-K/A") to our Annual Report on Form 10-K for the fiscal year ended
July 30, 2004,  filed with the SEC on September 28, 2004 ("Original  Filing" and
the "2004 Form 10-K").  This 2004 Form 10-K/A is being filed to reflect  certain
restatements  for  changes in  accounting  for  leases,  in our i)  consolidated
statements  of  income,  statements  of  changes  in  shareholders'  equity  and
statements  of cash flows for the years ended July 30, 2004,  August 1, 2003 and
August 2, 2002,  ii) balance  sheets as of July 30, 2004 and August 1, 2003, and
iii) related footnote disclosures.

     On February 17, 2005, the Company  announced that it was restating  certain
prior  financial  results because of changes it made in the way it accounted for
leases.  The decision to restate was made  following a review of its  accounting
policies  that was prompted by views  expressed on February 7, 2005 by the staff
of the  SEC  (and  similar  restatements  by  numerous  other  companies  in the
restaurant, retail and other industries) that indicated that the manner in which
the Company had been accounting for leases needed to be corrected.

     Prior to this review,  the Company had  believed  that its  accounting  was
consistent with generally  accepted  accounting  principles in the United States
("GAAP").   For  purposes  of  recognizing  rental  expense,   the  Company  had
historically  averaged  its  lease  payments  over the base  term of the  lease,
excluding the optional  renewal periods and initial  build-out  periods,  during
which it typically has not been required to make lease payments. For purposes of
depreciating leasehold improvements,  the Company had historically amortized the
amounts over a longer period,  including both the base term of the lease and the
optional renewal periods.

     The Company has now  determined  that the period in which rental expense is
recognized on a straight-line,  or average, basis should include any pre-opening
periods during construction for which the Company is legally obligated under the
terms of the lease, and any optional renewal periods, for which at the inception
of the lease,  it is  reasonably  assured that the Company will  exercise  those
renewal options. This lease period will be consistent with the period over which
leasehold   improvements   are  amortized.   See  Note  2  to  the  accompanying
consolidated  financial statements for additional information on the restatement
for changes in accounting for leases.

     In addition to the  restatement  for changes in accounting for leases,  the
Company has also made additional corrections as described below:

     The last  paragraph in Part I, Item 3. Legal  Proceedings,  of the Original
Filing hereby is replaced in its entirety and should read as follows:

                  "See also Note 10 to the Company's Consolidated Financial
                  Statements filed or incorporated by reference into Part II,
                  Item 8 of this Annual Report on Form 10-K/A, which is also
                  incorporated herein by this reference."

     Footnote (b) to Part II, Item 6. Selected  Financial  Data, of the Original
Filing hereby is replaced in its entirety and should read as follows:

                  "(b) Comparable store sales consist of sales of units open six
                  full quarters at the beginning of the year; and are measured
                  on calendar weeks. Average unit volumes are normalized to 52
                  weeks for fiscal 2001."

     The description of the cash dividends declared line item on the face of the
2004 Consolidated  Statement of Changes in Shareholders' Equity in Part II, Item
8. Financial Statements and Supplementary Data, of the Original Filing hereby is
replaced in its entirety and should read as follows:


                   "Cash dividends declared - $.33 per share"

     The amount of "Other-net"  for 2003 and 2002 in the  reconciliation  of the
provision for income taxes to the provision computed at federal statutory income
tax rate in Note 8 to the Consolidated  Financial Statements in Part II, Item 8.
Financial  Statements and  Supplementary  Data, of the Original Filing hereby is
replaced in its entirety and should read as follows:

                                             2003        2002
                                             ----        ----
                   "Other - net"              804         96


     For the  convenience  of the  reader,  the entire 2004 Form 10-K/A is being
filed herein.  Except as required to reflect the effects of the  restatement for
changes  in  accounting  for  leases and other  modifications  described  above,
information not affected remains  unchanged and reflects the disclosures made at
the time of the  Original  Filing of the Form 10-K on September  28, 2004.  This
Form 10-K/A does not describe other events  occurring  after the Original Filing
or modify or update those disclosures  affected by subsequent events.  This Form
10-K/A  should  be read in  conjunction  with  our  filings  made  with  the SEC
subsequent to the filing of the Original Filing.  Accordingly,  this Form 10-K/A
only  amends  and  restates  Item 9A of  Part  II and  Item 15 of Part IV of the
Original  Filing,  in each  case,  solely as a result of,  and to  reflect,  the
restatement,  and no other information in the Original Filing is amended hereby.
Additionally,  pursuant  to the  rules  of the  SEC,  Item 6 of  Part  II of the
Original Filing has been amended to contain currently-dated  certifications from
our Chief Executive Officer and Chief Financial Officer, as required by Sections
302 and 906 of the Sarbanes-Oxley  Act of 2002 and rules promulated  thereunder.
The  certifications  of our Chief Executive  Officer and Chief Financial Officer
are filed as Exhibits  31(a) and (b) and 32 (a) and (b),  respectively,  to this
2004 Form 10-K/A.

     We have not amended and do not intend to amend our previously-filed  Annual
Reports on Form 10-K (other than the 2004 Form 10-K) or our Quarterly Reports on
Form 10-Q for the  periods  affected  by the  restatement  that  ended  prior to
October 29,  2004.  For this  reason,  the  consolidated  financial  statements,
independent  registered  public  accounting  firm reports and related  financial
information for the affected periods  contained in such reports should no longer
be relied upon.






                                     PART I
                                                                           PAGE
                                                                           ----
ITEM 1.  BUSINESS                                                             7
ITEM 2.  PROPERTIES                                                          17
ITEM 3.  LEGAL PROCEEDINGS                                                   19
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 19


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
         STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES       22
ITEM 6.  SELECTED FINANCIAL DATA                                             22
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                           22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          22
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                         22
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                                 22
ITEM 9A. CONTROLS AND PROCEDURES                                             22
ITEM 9B. OTHER INFORMATION                                                   23

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  24
ITEM 11. EXECUTIVE COMPENSATION                                              24
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT                                                      24
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      24
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                              24

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                          25

SIGNATURES                                                                   26






     Except for specific historical  information,  the matters discussed in this
Form 10-K/A,  as well as the 2004 Annual Report that is  incorporated  herein by
reference, are forward-looking  statements that involve risks, uncertainties and
other factors which may cause actual results and performance of CBRL Group, Inc.
to differ  materially from those expressed or implied by those  statements.  All
forward-looking  information  is provided  by the  Company  pursuant to the safe
harbor  established under the Private  Securities  Litigation Reform Act of 1995
and  should  be  evaluated  in the  context  of these  factors.  Forward-looking
statements generally can be identified by the use of forward-looking terminology
such as "assumptions,"  "target," "guidance,"  "outlook," "plans," "projection,"
"may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe,"
"potential" or "continue" (or the negative or other derivatives of each of these
terms) or similar  terminology.  Factors  which could  materially  affect actual
results  include,  but are not  limited  to:  changes  in or  implementation  of
additional  governmental or regulatory  rules,  regulations and  interpretations
affecting  accounting  (including but not limited to, accounting for convertible
debt under Emerging  Issues Task Force ("EITF") Issue Abstract No. 04-08),  tax,
wage  and  hour  matters,  health  and  safety,  pensions,  insurance  or  other
undeterminable areas; the effects of uncertain consumer confidence or general or
regional economic weakness on sales and customer travel activity; the ability of
the  Company  to  identify,  acquire  and sell  successful  new  lines of retail
merchandise;  commodity and utility price  changes;  workers'  compensation  and
group health costs and  liabilities;  consumer  behavior  based on concerns over
nutritional  or safety aspects of the Company's  products or restaurant  food in
general; competitive marketing and operational initiatives; the effects of plans
intended to improve operational execution and performance; the actual results of
pending or threatened  litigation or governmental  investigations or charges and
the costs and effects of negative  publicity  associated with these  activities;
practical  or  psychological  effects of  terrorist  acts or war and military or
government responses;  the effects of increased competition at Company locations
on sales and on labor recruiting,  cost, and retention;  the ability of and cost
to the Company to recruit,  train,  and retain qualified  restaurant  hourly and
management  employees;  disruptions to the Company's restaurant or retail supply
chain;  changes in foreign  exchange rates affecting the Company's future retail
inventory  purchases;   the  availability  and  cost  of  acceptable  sites  for
development  and the  Company's  ability  to  identify  such  sites;  changes in
accounting  principles  generally  accepted  in the United  States of America or
changes in capital market  conditions that could affect valuations of restaurant
companies  in general or the  Company's  goodwill in  particular;  increases  in
construction costs;  changes in interest rates affecting the Company's financing
costs;  and other factors  described from time to time in the Company's  filings
with the Securities and Exchange Commission ("SEC"),  press releases,  and other
communications.  References to years (e.g.  "2004") are to the Company's  fiscal
year unless otherwise specified.


                                     PART I

ITEM 1. BUSINESS

OVERVIEW
     CBRL Group, Inc. (the "Company") is a holding company that, through certain
subsidiaries,  is engaged in the operation and development of the Cracker Barrel
Old Country  Store(R) and Logan's  Roadhouse(R)  restaurant and retail concepts.
The Company was  organized  under the laws of the state of  Tennessee  in August
1998 and  maintains  an Internet  website at  http://www.cbrlgroup.com.  We make
available  free of charge on or through our  Internet  website our  periodic and
other  reports  filed or  furnished  pursuant  to Section  13(a) or 15(d) of the
Securities and Exchange Act of 1934 (the  "Exchange  Act") as soon as reasonably
practicable after we file such material with, or furnish it to, the SEC.






CONCEPTS

Cracker Barrel Old Country Store
- --------------------------------
     Cracker Barrel Old Country Store, Inc. ("Cracker Barrel"), headquartered in
Lebanon,  Tennessee,  through its various affiliates,  as of September 28, 2004,
operates 506 full-service  "country store" restaurants and gift shops, which are
located in 41 states.  Cracker  Barrel stores are intended to appeal to both the
traveler and the local customer and consistently have been a consumer  favorite.
Cracker  Barrel  was  ranked  as the  top  family  dining  chain  for  the  14th
consecutive  year in the 2004  Restaurants &  Institutions  magazine  "Choice in
Chains" annual consumer survey.  Also, in J. D. Power and Associates'  inaugural
study of customer satisfaction in the restaurant industry, Cracker Barrel scored
the highest among family dining chains in overall  customer  satisfaction in its
core market regions and the second highest in those regions among all family and
casual dining chains. Additionally, Cracker Barrel was named "Chain of the Year"
by  Restaurant  Hospitality  magazine  in its  August  2003  issue.  Except  for
Christmas  day, when they are closed,  and Christmas Eve when they close at 2:00
p.m., Cracker Barrel restaurants serve breakfast, lunch and dinner daily between
the hours of 6:00 a.m.  and 10:00 p.m.  (closing  at 11:00 p.m.  on Fridays  and
Saturdays)  and feature home style  country  cooking  from Cracker  Barrel's own
recipes using quality ingredients and emphasizing  authenticity.  Menu items are
moderately  priced and include country ham,  chicken,  fish, roast beef,  beans,
turnip greens,  vegetable plates,  salads,  sandwiches,  pancakes,  eggs, bacon,
sausage and grits among other  items.  The  restaurants  do not serve  alcoholic
beverages. The stores are constructed in a trademarked rustic, old country store
design with a separate  retail area  offering a wide variety of  decorative  and
functional items featuring rocking chairs,  holiday and seasonal gifts and toys,
apparel, cookware and foods, including various old fashioned candies and jellies
among other  things.  Cracker  Barrel  offers items for sale in the retail store
that are also featured on, or related to, the restaurant  menu,  such as pies or
cornbread  and  pancake  mixes.   A  typical  store  will  offer   approximately
2,500-3,000  stock-keeping  units  (SKU's) for sale.  The Company  believes that
Cracker Barrel achieves high retail (over $470 of retail selling space annually)
sales per square foot both by offering  interesting  merchandise and by having a
significant  source  of retail  customers  from its high  volume  of  restaurant
customers, an average of over 8,000 per week in an average store.  Additionally,
Cracker  Barrel  offers gift cards and selected  merchandise  at an online store
accessible on the Internet at http://www.crackerbarrel.com.

     Stores primarily are located along interstate highways;  however, 65 stores
are located  near  "tourist  destinations"  or are  considered  "off-interstate"
stores.  In 2005,  Cracker  Barrel  intends  to open up to 88% of its new stores
along interstate  highways as compared to approximately 75% in 2004. The Company
believes that it should focus primarily on available  interstate locations where
Cracker Barrel generates the greatest brand awareness.  Off-interstate locations
are expected to represent a meaningful  part of Cracker  Barrel's future efforts
to expand the brand.  The Company has  identified  approximately  500  potential
trade  areas  with  characteristics  that  appear to be  consistent  with  those
believed to be necessary to support a successful Cracker Barrel unit.

Logan's Roadhouse
- -----------------

     Logan's Roadhouse, Inc. ("Logan's"), headquartered in Nashville, Tennessee,
through its various affiliates,  as of September 28, 2004, in 18 states operates
113 Logan's restaurants and franchises an additional 20 Logan's restaurants. The
Logan's  concept is designed to appeal to a broad range of customers by offering
generous  portions of  moderately-priced,  high  quality  food in a very casual,
relaxed dining environment that is lively and entertaining.  Logan's restaurants
feature steaks, ribs, chicken, seafood dishes and combinations among other items
served in a distinctive  atmosphere  reminiscent of an American roadhouse of the
1930s  and  1940s.  The  restaurants  are open  seven  days a week,  except  for
Thanksgiving  and  Christmas  days,  for lunch and  dinner,  and offer  full bar
service.  Logan's  serves  lunch and dinner  between the hours of 11:00 a.m. and
10:00 p.m. (closing at 11:00 p.m. on Fridays and Saturdays). The Logan's menu is
designed  to appeal to a wide  variety of  tastes,  and  emphasizes  extra-aged,
hand-cut  on-premises,  USDA choice steaks,  and signature  dishes such as baked
sweet potatoes and made-from-scratch yeast rolls. The fun atmosphere is enhanced
by display  cooking  of  grilled  items and  buckets  of  complimentary  roasted
in-shell  peanuts on every table,  which guests are  encouraged to enjoy and let
the shells fall on the floor.  Alcoholic  beverages  represented less than 9% of
Logan's net sales in 2004.


OPERATIONS

Cracker Barrel Old Country Store
- --------------------------------

     Store Format: The format of Cracker Barrel stores consists of a trademarked
rustic, old country-store style building. All stores are freestanding buildings.
Store interiors are subdivided  into a dining room  consisting of  approximately
30% of  the  total  interior  store  space,  and a  retail  shop  consisting  of
approximately  22% of such  space,  with the  balance  primarily  consisting  of
kitchen,  storage and training areas.  All stores have stone  fireplaces,  which
burn wood except  where not  permitted.  All are  decorated  with  antique-style
furnishings and other authentic and nostalgic items,  reminiscent of and similar
to those found and sold in the past in original  old country  stores.  The front
porch of each  store  features a row of the  signature  Cracker  Barrel  rocking
chairs  that are used by guests  waiting  for a table and are sold in the retail
shop.  The  kitchens  contain  modern food  preparation  and  storage  equipment
allowing for flexibility in menu variety and development.

     Products:   Cracker  Barrel's   restaurant   operations,   which  generated
approximately  76% of Cracker  Barrel's total revenue in 2004,  offer home-style
country cooking featuring Cracker Barrel's own recipes emphasizing  authenticity
and quality. The restaurants offer breakfast, lunch and dinner from a moderately
priced menu.  Breakfast  items can be ordered at any time throughout the day and
include juices,  eggs,  pancakes,  bacon,  country ham,  sausage,  grits,  and a
variety of biscuit specialties, including gravy and biscuits and country ham and
biscuits.  Prices  for a  breakfast  meal  range  from  $2.29 to $8.29,  and the
breakfast  day-part  (until  11:00  a.m.)  accounted  for  approximately  22% of
restaurant  sales in 2004.  Lunch and dinner items include country ham,  chicken
and dumplings, chicken fried chicken, meatloaf, country fried steak, pork chops,
fish,  steak,  roast  beef,  vegetable  plates,  salads,  sandwiches,  soups and
specialty items such as pinto beans and turnip greens. Lunch (11:00 a.m. to 4:00
p.m.) and dinner (4:00 p.m. to close) day-parts reflected  approximately 36% and
42% of restaurant  sales,  respectively,  in 2004. The Company also periodically
features  new items as  off-menu  specials  to  enhance  customer  interest  and
identify  potential future  additions to the menu.  Lunches and dinners range in
price  from $3.19 to  $12.99.  In 2004,  Cracker  Barrel  introduced  a new menu
featuring several new products,  including daily dinner features that showcase a
popular dinner entree for each day of the week and a low-carbohydrate section on
both its  breakfast  and  lunch/dinner  menus.  The average  check per guest for
fiscal 2004 was $7.68.  Cracker  Barrel from time to time adjusts its prices.  A
price increase of approximately 1.7% was instituted in January 2004.

     The  retail  operations,  which  generated  approximately  24%  of  Cracker
Barrel's  total  revenue  in  2004,  offer  a wide  variety  of  decorative  and
functional items such as rocking chairs,  holiday gifts and toys, apparel,  cast
iron cookware,  old-fashioned  crockery,  handcrafted figurines, a book-on-audio
sale and  exchange  program  and various  other gift  items,  as well as various
candies,  preserves,  syrups  and other  food  items.  Many of the candy  items,
jellies and jams,  along with other high  quality  products,  are sold under the
"Cracker Barrel Old Country Store" brand name.  Cracker Barrel  sometimes offers
items for sale in the retail store that are also featured on, or related to, the
restaurant  menu,  such as pies or  cornbread  and  pancake  mixes.  The Company
believes that Cracker  Barrel  achieves high retail (over $470 of retail selling
space annually) sales per square foot both by offering  interesting  merchandise
and by having a significant  source of retail  customers from the high volume of
restaurant customers, an average of over 8,000 per week in a typical store. More
than 99% of sales in the retail shop are to customers who also are guests in the
restaurant.

     Product  Development and Merchandising:  Cracker Barrel maintains a product
development  department,  which develops new and improved menu items in response
either to shifts in customer preferences or to create customer interest. Cracker
Barrel merchandising specialists are involved on a continuing basis in selecting
and positioning  merchandise in the retail shop with an overall  nostalgic theme
targeted to appeal to travelers. Cracker Barrel introduced the first editions of
the  proprietary  "American  Music Legends" series of CD's featuring music stars
from Elvis, to Patsy Cline,  to Louis  Armstrong and other music  celebrities in
the spring of 2004.  This new  introduction is in addition to its existing first
editions  of  proprietary  "Heritage  Music"  CDs  featuring  various  styles of
traditional  American music from  bluegrass,  to blues,  to Cajun, to gospel and
other styles.  Management believes that Cracker Barrel has adequate  flexibility
to meet future shifts in consumer  preference on a timely basis,  although there
can be no assurance that all of its  merchandise  selections will be successful.
Coordinated seasonal promotions are used regularly in the restaurants and retail
shops.


     Store  Management and Quality  Controls:  Cracker  Barrel store  management
typically  consists of a general manager,  four associate  managers and a retail
manager,  who are responsible for an average of 107 employees on two shifts. The
relative  complexity of operating a Cracker  Barrel store  requires an effective
management team at the individual store level. As a motivation to store managers
to improve sales and operational  performance,  Cracker Barrel maintains a bonus
plan designed to provide store  management  with an  opportunity to share in the
profits of their store.  Additionally,  Cracker Barrel has a supplemental  bonus
plan,  providing  managers an opportunity to earn additional bonus amounts based
on achieving specific  operational targets. To assure that individual stores are
operated at a high level of quality, Cracker Barrel emphasizes the selection and
training  of store  managers.  It also  employs  district  managers  to  support
individual  store  managers and regional vice  presidents to support  individual
district managers.  Each district manager's individual span of control typically
is seven to eight individual  restaurants,  and regional vice presidents support
eight to ten district managers.  Each store is assigned to both a restaurant and
a retail district manager and each district is assigned to both a restaurant and
a retail  regional vice  president.  The various levels of restaurant and retail
management work closely together.

     The  store  management  recruiting  and  training  program  begins  with an
evaluation  and  screening  process.  In  addition to  multiple  interviews  and
background and experience verification, Cracker Barrel conducts testing designed
to identify  those  applicants  most  likely to be best  suited to manage  store
operations.  Those candidates who successfully  pass this screening  process are
then required to complete an 11-week training program  consisting of eight weeks
of in-store  training and three weeks of training at Cracker Barrel's  corporate
facilities.  This program allows new managers the opportunity to become familiar
with Cracker Barrel operations,  culture,  management  objectives,  controls and
evaluation  criteria before assuming management  responsibility.  Cracker Barrel
provides its managers and hourly  employees  with ongoing  training  through its
various   development  courses  taught  through  a  blended  learning  approach,
including hands-on training,  written and Internet-based training.  During 2004,
the Company  completed  installing  training  computers  in all stores and fully
implemented the  Internet-based  computer-assisted  instruction  program used to
train  both  hourly  and  management   staff   consistently  at  all  locations.
Additionally,  each store has an employee training  coordinator who is dedicated
to training hourly  employees in the store through the various  training methods
mentioned above.

     Purchasing and Distribution:  Cracker Barrel negotiates  directly with food
vendors  as to  specification,  price  and  other  material  terms of most  food
purchases.  Cracker  Barrel  is a  party  to a  prime  vendor  contract  with an
unaffiliated distributor with custom distribution centers in Lebanon, Tennessee;
McKinney,  Texas;  Gainesville,  Florida;  Elkton, Maryland; and Ft. Mill, South
Carolina.  In June 2003 this vendor's  contract was renewed through 2007 with no
price  increase from 2002 pricing until 2005. The contract does provide for fuel
cost adjustments  under certain  conditions.  The contract will remain in effect
until both parties  mutually modify it in writing or until  terminated by either
Cracker  Barrel or the  distributor  upon 180 days  written  notice to the other
party. Cracker Barrel purchases the majority of its food products and restaurant
supplies  on  a  cost-plus  basis  through  its  unaffiliated  distributor.  The
distributor  is  responsible   for  placing  food  orders  and  warehousing  and
delivering food products to Cracker  Barrel's stores.  Deliveries  generally are
made once per week to the individual  stores.  Certain perishable food items are
purchased locally by Cracker Barrel stores.


     Four food  categories  (dairy,  including  eggs,  beef,  pork and  poultry)
account for the largest shares of Cracker  Barrel's food  purchasing  expense at
approximately  15%,  14%,  13% and 11%,  respectively,  but each  category  does
include several  individual  items. The single food item within these categories
accounting for the largest share of Cracker Barrel's food purchasing expense was
chicken tenderloin at approximately 7% of food purchases in 2004. Cracker Barrel
presently  purchases its beef through six vendors,  pork through eight  vendors,
and  poultry  through  eight  vendors.  Cracker  Barrel  purchases  its  chicken
tenderloin  through two vendors.  Dairy and eggs are purchased  through numerous
vendors including local vendors. Should any food items from these vendors become
unavailable,  management  believes  that these food items  could be  obtained in
sufficient quantities from other sources at competitive prices.

     The  majority of retail  items  (approximately  69% in 2004) are  centrally
purchased directly by Cracker Barrel from domestic and international vendors and
warehoused at the Company's owned Lebanon distribution center. Approximately 35%
of Cracker  Barrel's  retail  purchases in 2004 were  directly from the People's
Republic of China, and the Company believes that other of its retail merchandise
vendors  may also make such  purchases  of items  sold to  Cracker  Barrel.  The
distribution  center fulfills retail item orders  generated by Cracker  Barrel's
automated replenishment system and generally ships the retail orders once a week
to the  individual  stores.  Certain retail items,  not centrally  purchased and
warehoused at the distribution  center,  are drop-shipped  directly from Cracker
Barrel's vendors to its stores. The distribution center is a 367,200 square foot
warehouse  facility  with 36  foot  ceilings  and  170  bays,  and  includes  an
additional  13,800  square feet of office and  maintenance  space.  The facility
originally was built in 1993 and expanded in 1996. On occasion, other facilities
have been used for seasonal or temporary storage.

     Cost and Inventory Controls:  Cracker Barrel's computer systems and various
analysis  tools are used to evaluate  store  operating  information  and provide
management  with reports to  determine  if any unusual  variances in food costs,
labor costs or  operating  expenses  have  occurred.  Management  also  monitors
individual  store  restaurant  and  retail  sales on a daily  basis and  closely
monitors sales mix, sales trends,  operational costs and inventory  levels.  The
information  generated by the computer  systems,  analysis  tools and monitoring
processes  are used to manage  the  operations  of the store,  replenish  retail
inventory levels and to facilitate  retail purchasing  decisions.  These systems
and processes also are used in the  development of forecasts,  budget  analyses,
and planning.

     Guest  Satisfaction:  Cracker Barrel is committed to providing its guests a
home-style,  country-cooked meal, and a variety of retail merchandise served and
sold with genuine hospitality in a comfortable environment, in a way that evokes
memories of the past.  Cracker Barrel's  commitment to offering guests a quality
experience begins with its employees. Its mission statement,  "Pleasing People",
means all people,  guests and employees alike,  and the Company's  employees are
trained and  reinforced on the importance of that mission in a culture of mutual
respect.  Cracker  Barrel  also is  committed  to  staffing  each  store with an
experienced  management  team to ensure  attentive  guest service and consistent
food  quality.  Through the regular use of guest surveys and store visits by its
district  managers and regional vice presidents,  management  receives  valuable
feedback,  which it uses in its  ongoing  efforts to  improve  the stores and to
demonstrate  Cracker  Barrel's  continuing  commitment  to pleasing  its guests.
Cracker  Barrel also has for many years had a guest  relations  call center that
takes  comments and  suggestions  from guests and forwards them to operations or
other  management  for  information  and  follow up.  Cracker  Barrel has public
notices in its menus,  on its  website and posted in its  restaurants  informing
customers  and  employees  about how to contact  Cracker  Barrel by  Internet or
toll-free  telephone  number with  questions,  complaints or concerns  regarding
services  or  products.  Cracker  Barrel  conducts  training  in how  to  gather
information  and  investigate  and  resolve  all  customer  concerns.   This  is
accompanied  by  comprehensive  training  for all  store  employees  on  Cracker
Barrel's public  accommodations  policy and its commitment to "pleasing people."
In fiscal year 2005,  the Company  will  implement  an  anonymous,  unannounced,
third-party  store  testing  program,   to  ensure  compliance  with  its  guest
satisfaction  policies  and  commitments.  In 2005,  Cracker  Barrel  intends to
introduce an improved  interactive  voice response ("IVR") system to monitor all
stores on a monthly basis.  Cracker Barrel has used an IVR system in the past to
monitor the  performance  of new  restaurants  and to provide  insight  into the
performance  of poorer  performing  stores.  The use of the IVR  system  will be
extended to provide  information in a highly objective and consistent  manner in
order for management to take appropriate action.


     Marketing:  Outdoor  advertising (i.e.,  billboards and state department of
transportation  signs)  is the  primary  advertising  medium  utilized  to reach
consumers in the primary  trade area for each  Cracker  Barrel store and also to
reach  interstate  travelers and  tourists.  Outdoor  advertising  accounted for
approximately  60%  of  advertising   expenditures,   with  approximately  1,730
billboards  as of the end of 2004, of which 230  billboards  were gratis to help
celebrate the Company's  35th  anniversary.  In recent years Cracker  Barrel has
utilized other types of media,  such as radio and print,  in its core markets to
maintain  customer  awareness,  and outside of its core markets to increase name
awareness and to build brand  loyalty.  Cracker  Barrel defines its core markets
based on geographic location, longevity in the market and name awareness in each
market.  Cracker  Barrel plans to maintain its overall  advertising  spending at
approximately  2% of Cracker  Barrel's  revenues in 2005,  as it has since 2000.
Outdoor   advertising   should  continue  to  represent   approximately  60%  of
advertising  expenditures  in  2005.  New  store  locations  generally  are  not
advertised in the media until several weeks after they have been opened in order
to give the staff time to adjust to local  customer  habits and traffic  volume,
after which time a full marketing plan may be implemented.

Logan's Roadhouse

     Store Format:  Logan's restaurants  generally are constructed of rough-hewn
cedar siding in combination with bands of corrugated metal outlined in red neon.
Interiors  are decorated  with murals and other  artifacts  depicting  scenes or
billboard  advertisements  reminiscent  of American  roadhouses of the 1930s and
1940s,  concrete and wooden planked floors and neon signs.  The lively,  upbeat,
friendly, relaxed atmosphere seeks to appeal to families, couples, single adults
and  business   persons.   The  restaurants   feature  display  cooking  and  an
old-fashioned  meat counter displaying ribs and hand-cut USDA choice steaks, and
also  include a spacious,  comfortable  bar area.  While dining or waiting for a
table, guests may eat complimentary roasted in-shell peanuts and toss the shells
on the floor.  In the waiting area they also may watch as cooks  prepare  steaks
and other entrees on gas-fired mesquite grills.  Many of the restaurants feature
a  complimentary  Wurlitzer(R)  jukebox in the waiting or bar area. All of these
features  are  intended  to  emphasize  a relaxed,  roadhouse-type  environment.
Logan's is in the process of developing and designing a new prototype restaurant
that it expects to test with an opening in late 2005 or early 2006 and regularly
sometime thereafter.

     Products:  Logan's  restaurants  offer a wide variety of items  designed to
appeal to a broad range of consumer  tastes.  Specialty  appetizers  include hot
wings  "Roadhouse-style",  baby back rib baskets  and  "Roadhouse"  nachos.  The
Logan's  dinner menu features an  assortment  of specially  seasoned USDA choice
steaks,  extra-aged,  and cut by hand on  premises.  Guests also may choose from
slow-cooked baby back ribs, seafood,  mesquite-grilled shrimp,  mesquite-grilled
pork  chops,  grilled  chicken  and an  assortment  of  hamburgers,  salads  and
sandwiches.  All dinner entrees  include dinner salad,  made-from-scratch  yeast
rolls and a choice of brown  sugar and  cinnamon  sweet  potato,  baked  potato,
mashed potatoes, steamed vegetables,  fries or other side items at no additional
cost.  Less than 9% of Logan's net sales in 2004 were from alcoholic  beverages.
In 2004,  Logan's introduced a happy hour in most of its restaurants to increase
the incidence of alcohol  sales.  The happy hour was  introduced  with continued
emphasis  on  responsible  alcohol  service  through  training  and  operational
standards.  Logan's  express  lunch menu provides  specially  priced items to be
served  in  less  than  15   minutes.   All  lunch   salads  are   served   with
made-from-scratch  yeast  rolls,  and  all  lunch  sandwiches  are  served  with
home-style  potato  chips at no  additional  cost.  In 2004,  lunch  and  dinner
accounted for approximately 35% and 65% of Logan's sales,  respectively.  Prices
range  from  $4.99 to $8.99 for lunch  items and from $5.59 to $18.99 for dinner
entrees. Logan's generally targets to achieve value parity or advantage relative
to key  competitors,  especially on comparable menu items. The average check per
customer for 2004 was $11.85, including alcoholic beverages. A price increase of
0.2% was instituted on September 15, 2003,  which affected only soft drinks.  An
increase of 0.5% was  instituted on October 27, 2003 and an increase of 2.3% was
also instituted on May 3, 2004.


     Product  Development:  In 2004,  Logan's hired its first  full-time  senior
director of food and beverage development to increase its focus on enhancing and
developing the brand through improved and appealing product  offerings.  Logan's
tests various new products in an effort to obtain the highest  quality  products
possible and to be responsive to changing  customer tastes. In order to maximize
operating  efficiencies  and  provide  the  freshest  ingredients  for its  food
products,  purchasing  decisions  are  made  by  Logan's  corporate  management.
Management believes that Logan's has adequate  flexibility to meet future shifts
in consumer preference on a timely basis.

     Restaurant  Management and Quality Controls:  Logan's restaurant management
typically  consists of a general manager,  one kitchen manager and three to four
assistant  managers who are responsible for  approximately 78 hourly  employees.
Each  restaurant  employs a skilled  meat-cutter  to cut steaks from USDA choice
beef. The general  manager of each  restaurant is responsible for the day-to-day
operations of the restaurant,  including  maintaining  high standards of quality
and  performance  established  by Logan's  corporate  management.  The  relative
complexity of operating a Logan's  restaurant  requires an effective  management
team at the individual  restaurant level. As a motivation to restaurant managers
to increase revenues and operational performance, Logan's maintains a bonus plan
that rewards  managers  for  achieving  sales and profit  targets as well as key
operating  cost  measures.  Logan's  expects to increase the emphasis on overall
financial  performance for its managers in 2005. Logan's  restaurant  management
teams  typically  are  comprised  of one to two persons who were  promoted  into
management  positions  from  non-management  positions and two to three managers
with previous management  experience.  To assure that individual restaurants are
operated at high standards of quality,  Logan's has regional managers to support
individual  restaurant  managers and three regional vice presidents and a senior
vice  president of  operations to support  individual  regional  managers.  Each
regional manager supports 4 to 6 individual restaurants,  and each regional vice
president  supports  7 to 8 regional  managers.  Through  regular  visits to the
restaurants,  the  senior  vice  president  of  operations,  the  regional  vice
presidents,  the regional  managers and other senior  management ensure that the
Logan's  concept,  strategy and standards of quality are being adhered to in all
aspects of restaurant operations.

     Logan's requires that its restaurant  managers have significant  experience
in the  full-service  restaurant  industry.  All new  managers  are  required to
complete a comprehensive  ten-week training course.  This course is comprised of
eight  weeks of  training  at a Logan's  restaurant  and two weeks of  classroom
training  conducted at the Logan's  training  facility in Nashville.  The entire
course  emphasizes  the Logan's  operating  strategy,  procedures and standards.
Logan's also has a specialized training program required for managers and hourly
service employees on responsible alcohol service.

     Purchasing and Distribution:  Logan's strives to obtain consistent  quality
items at competitive prices from reliable sources.  Logan's negotiates  directly
with food vendors as to  specifications,  price and other material terms of most
food purchases. Where applicable,  Logan's works with the purchasing function at
Cracker  Barrel to seek possible  synergies  from combined  activities.  Logan's
purchases  the  majority  of its food  products  and  restaurant  supplies  on a
cost-plus  basis  through  the  same  unaffiliated  distributor  that is used by
Cracker  Barrel.  The  distributor  is  responsible  for placing food orders and
warehousing  and  delivering  food  products  for Logan's  restaurants.  Certain
perishable food items are purchased locally by the restaurants.

     The single food item accounting for the largest share  (approximately  35%)
of Logan's food cost is beef.  Steaks are hand-cut on the premises,  in contrast
to many in the restaurant industry that purchase  pre-portioned steaks.  Logan's
presently purchases its beef through one supply contract.  Should any beef items
from this supplier become unavailable for any reason,  management  believes that
such items could be  obtained in  sufficient  quantities  from other  sources at
competitive prices.

     Cost and Inventory  Controls:  Management  closely monitors sales,  product
costs and labor at each of its  restaurants.  Daily sales and weekly  restaurant
operating  results are analyzed by management to detect trends at each location,
and negative trends are addressed  promptly.  Financial  controls are maintained
through  management of an accounting and information  management  system that is
implemented  at  the  restaurant  level.  Administrative  and  management  staff
prepares daily reports of sales,  labor and customer counts.  On a weekly basis,
condensed  operating  statements are compiled by the  accounting  department and
provide management a detailed analysis of sales, product and labor costs, with a
comparison to budget and prior year performance.  These systems also are used in
the development of budget analyses and planning.


     Guest  Satisfaction:  Logan's is committed to providing its guests  prompt,
friendly,  efficient service,  keeping  table-to-server  ratios low and staffing
each  restaurant with an experienced  management team to ensure  attentive guest
service and  consistent  food  quality.  Through  the  regular use of  marketing
research,  guest  feedback  to  the  managers  while  in the  restaurant  and an
outsourced  "secret shoppers"  program,  management  receives valuable feedback,
which it uses to improve  restaurants and  demonstrate a continuing  interest in
guest satisfaction.  Management frequently evaluates new technology and advanced
methods of studying and enhancing guest satisfaction on an ongoing basis.

     Marketing:  Logan's employs an advertising and marketing  strategy designed
to establish  and maintain a high level of name  recognition  and to attract new
customers.  Logan's  primarily  uses  radio  advertising  in  selected  markets.
Management's  goal is to  develop a greater  number of  restaurants  in  certain
markets to support and enhance the cost-efficient  use of television,  radio and
outdoor advertising.  In past years Logan's has spent approximately 1.3% to 1.4%
of  revenues  on  advertising  and  expects to do so in 2005 even though it only
spent  0.5% in 2004.  With  changes in Logan's  management  during  2004 and the
resulting refocus of management priorities on improving the brand and clarifying
the media message, Logan's accordingly reduced its advertising spending. Logan's
also engages in a variety of promotional activities,  such as contributing time,
money and complimentary  meals to charitable,  civic and cultural  programs,  in
order to increase  public  awareness  of Logan's  restaurants.  Logan's also has
certain  relationships  with the National  Football  League's  Tennessee Titans,
including  two  concession  facilities  (named  "Logan's  Landing")  inside  the
Nashville, Tennessee Coliseum and various promotions during and around the games
as well as  other  events,  such as home  football  games  for  Tennessee  State
University.  Additionally,  Logan's  roasted  in-shell  peanuts  are sold at the
Gaylord  Entertainment  Center,  home of the Nashville Predators of the National
Hockey League.

     Franchising:  Prior  to the  Company  acquiring  Logan's  Roadhouse,  Inc.,
Logan's  entered into  certain  area  development  agreements  and  accompanying
franchise  agreements.  Two  franchisees  operate  20 Logan's  restaurants  in 4
states,  and have rights under the existing  agreements,  subject to development
terms, conditions and timing requirements, to open up to 18 additional locations
in those same states plus parts of Oregon. Certain of the agreements provide for
the possible  acquisition of the franchise  locations by Logan's under specified
terms. Management is not currently planning any other franchising  opportunities
in the near future beyond the current development  agreements,  although Logan's
believes  additional  franchising  could  become an  opportunity  in the future.
Logan's offers no financing,  financial guarantees or other financial assistance
to its franchisees and has no ownership interest in any franchisee properties or
assets.

UNIT DEVELOPMENT

     Cracker  Barrel opened 24 new stores in 2004.  Cracker Barrel plans to open
25 new stores  during 2005,  two of which  already are open as of September  28,
2004.

     Logan's  opened 11 new  company-operated  restaurants  and four  franchised
restaurants in 2004. Logan's plans to open 18 new  company-operated  restaurants
and five franchised restaurants during 2005. Six of the planned company-operated
restaurants already are open as of September 28, 2004.

     Of the 506 Cracker Barrel stores open as of September 28, 2004, the Company
owns 365,  while the other 141 properties are either ground leases or ground and
building  leases.  The current Cracker Barrel store  prototype is  approximately
10,000  square  feet  including  approximately  2,200  square feet in the retail
selling space. The prototype has 194 seats in the restaurant.


     Of the 133  Logan's  restaurants  open as of  September  28,  2004,  20 are
franchised restaurants.  Of the remaining 113 Logan's restaurants,  58 are owned
and  55  are  ground  leases.  The  current  Logan's  restaurant   prototype  is
approximately  8,023 square feet with 286 seats,  including 24 seats at the bar.
Logan's is in the process of developing and designing a new prototype restaurant
that it expects to test with an opening in late 2005 or early 2006 and regularly
sometime thereafter.

EMPLOYEES

     As of July 30, 2004, CBRL Group,  Inc.  employed 30 people, of whom 12 were
in advisory  and  supervisory  capacities  and 7 were  officers of the  Company.
Cracker  Barrel  employed  approximately  60,000  people,  of whom  463  were in
advisory and supervisory  capacities,  3,033 were in store management  positions
and 36 were officers.  Logan's employed  approximately  9,200 people, of whom 79
were in advisory and supervisory  capacities,  603 were in restaurant management
positions and 6 were officers.  Many of the restaurant personnel are employed on
a part-time  basis.  Competition for and availability of qualified new employees
has always been  difficult,  contributing  to increases in store labor expenses,
but general  economic and labor market  conditions  have been relatively soft in
recent quarters, contributing to less wage pressure than in prior years. None of
the employees of the Company or its  subsidiaries  are represented by any union,
and management considers its employee relations to be good.

COMPETITION

     The  restaurant  business  is highly  competitive  and often is affected by
changes  in the  taste  and  eating  habits of the  public,  local and  national
economic  conditions  affecting  spending  habits,  and  population  and traffic
patterns. Restaurant industry segments overlap and often provide competition for
widely  diverse  restaurant  concepts.  In  exceptionally  good economic  times,
consumers  can be expected to patronize a broader range of  restaurants  and the
breadth of competition at different  restaurant  segments is likewise increased.
The principal  basis of competition in the industry is the quality,  variety and
price of the  food  products  offered.  Site  selection,  quality  and  speed of
service, advertising and the attractiveness of facilities are also important.

     There are many restaurant  companies catering to the public,  some of which
are substantially larger and have greater financial and marketing resources than
those of either  Cracker  Barrel or  Logan's,  and which  compete  directly  and
indirectly in all areas in which either Cracker Barrel or Logan's operates.

TRADEMARKS

     Cracker  Barrel  and  Logan's  deem the  trademarks  owned by them or their
affiliates  to be of  substantial  value.  Their  policy  is to  obtain  federal
registration  of their  trademarks  and  other  intellectual  property  whenever
possible and to pursue vigorously any infringement of trademarks.

RESEARCH AND DEVELOPMENT

     While  research  and  development  are  important  to  the  Company,  these
expenditures  have not been  material  due to the nature of the  restaurant  and
retail industry.

SEASONAL ASPECTS

     Historically  the profits of the Company have been lower in the first three
fiscal quarters and highest in the fourth fiscal quarter, which includes much of
the summer vacation and travel season.  Management  attributes  these variations
primarily to the increase in interstate  tourist  traffic and propensity to dine
out during the summer  months,  whereas  after the school year begins and as the
winter months  approach,  there is a decrease in interstate  tourist traffic and
less of a tendency to dine out due to inclement  weather.  The Company's  retail
sales  historically  have been highest in the Company's  second fiscal  quarter,
which includes the Christmas holiday shopping season.





SEGMENT REPORTING

     The  Company  has  one  reportable  segment.  See  Notes  3  and  9 to  the
consolidated   financial   statements   contained  in  the  2004  Annual  Report
incorporated  by  reference  in  Part II of  this  2004  Form  10-K/A  for  more
information on segment reporting.

WORKING CAPITAL

     In the restaurant  industry,  substantially  all sales  transactions  occur
either  in cash or by  third-party  credit  card.  Like  most  other  restaurant
companies, the Company is able to, and may often, operate with a working capital
deficit.  Restaurant  inventories purchased through the Company's principal food
distributor  now are on terms of net zero  days,  while  restaurant  inventories
purchased locally generally are financed through normal trade credit. Because of
its retail  operations,  which have a lower product turnover than the restaurant
business,  the Company carries larger  inventories  than many other companies in
the restaurant industry. Retail inventories purchased domestically generally are
financed from normal trade credit,  while imported retail inventories  generally
are purchased through letters of credit and wire transfers.  These various trade
terms are aided by rapid product turnover of the restaurant inventory.  Employee
compensation and benefits payable generally may be related to weekly,  bi-weekly
or semi-monthly pay cycles,  and many other operating expenses have normal trade
terms.






ITEM 2. PROPERTIES

     The Company's corporate  headquarters are located on approximately 10 acres
of land owned by Cracker  Barrel in Lebanon,  Tennessee.  The  Company  utilizes
10,000 square feet of office space for its corporate headquarters.

     The Cracker  Barrel  corporate  headquarters  and warehouse  facilities are
located on  approximately  120 acres of land owned by Cracker Barrel in Lebanon,
Tennessee.  Cracker Barrel utilizes  approximately 110,000 square feet of office
space for its corporate headquarters and decorative fixtures warehouse.  Cracker
Barrel  also  utilizes  367,200  square  feet  of  warehouse  facilities  and an
additional  13,800  square feet of office and  maintenance  space for its retail
distribution center.

     The Logan's  corporate  headquarters  and training  facility are located in
approximately  25,000  and  6,000  square  feet,  respectively,   in  Nashville,
Tennessee, under two leases, both of which expire on April 1, 2010.

     Cracker  Barrel owns and  operates a motel in Lebanon,  Tennessee  which is
used for housing its management  trainees when they are in the classroom portion
of their training, and which also serves the general public.






      In addition to the various corporate facilities, 33 properties owned or
leased for future development, motel, and 6 parcels of excess real property and
improvements including one leased property, which the Company intends to dispose
of, Cracker Barrel and Logan's own or lease the following store properties as of
September 28, 2004:


State                              Cracker Barrel     Logan's         Combined
- -----                              --------------  -------------   -------------
                                   Owned  Leased   Owned  Leased   Owned  Leased

Tennessee                            33     12       12      4       45     16
Florida                              39     11        4      2       43     13
Texas                                23      4        9     11       32     15
Georgia                              26      8        7      3       33     11
Indiana                              20      5        6      4       26      9
Ohio                                 22      9        1      2       23     11
Alabama                              14      8        6      5       20     13
Kentucky                             17      9        -      5       17     14
Michigan                             14      3        2     10       16     13
North Carolina                       20      7        -      -       20      7
Virginia                             15      3        6      1       21      4
Illinois                             21      1        -      -       21      1
Pennsylvania                          8     10        -      -        8     10
South Carolina                       11      6        -      -       11      6
Missouri                             12      3        -      1       12      4
Mississippi                           8      3        1      3        9      6
Louisiana                             7      2        3      2       10      4
Arkansas                              4      6        1      1        5      7
Arizona                               2      7        -      -        2      7
West Virginia                         3      5        -      1        3      6
New York                              7      1        -      -        7      1
New Jersey                            2      4        -      -        2      4
Oklahoma                              4      2        -      -        4      2
Kansas                                4      1        -      -        4      1
Wisconsin                             5      -        -      -        5      -
Colorado                              3      1        -      -        3      1
Massachusetts                         -      4        -      -        -      4
Maryland                              3      1        -      -        3      1
Iowa                                  3      -        -      -        3      -
New Mexico                            2      1        -      -        2      1
Utah                                  3      -        -      -        3      -
Connecticut                           1      1        -      -        1      1
Minnesota                             2      -        -      -        2      -
Montana                               2      -        -      -        2      -
Nebraska                              1      1        -      -        1      1
Delaware                              -      1        -      -        -      1
Idaho                                 1      -        -      -        1      -
New Hampshire                         1      -        -      -        1      -
North Dakota                          1      -        -      -        1      -
Rhode Island                          -      1        -      -        -      1
South Dakota                          1      -        -      -        1      -

Total                               365    141       58     55      423    196

     See  "Business-Operations"  and "Business-Expansion" in Item I of this 2004
Form 10-K/A for additional  information  on the Company's and its  subsidiaries'
properties.





ITEM 3.  LEGAL PROCEEDINGS

     Part I,  Item 3 of the  2003  Form  10-K  is  incorporated  herein  by this
reference.

     Part II,  Item 1 of the  Company's  Quarterly  Report  on Form 10-Q for the
quarter  ended  October  31,  2003 and filed with the SEC on December 5, 2003 is
incorporated herein by this reference.

     Part II,  Item 1 of the  Company's  Quarterly  Report  on Form 10-Q for the
quarter  ended  January  30,  2004 and  filed  with the SEC on March 5,  2004 is
incorporated herein by this reference.

     Part II,  Item 1 of the  Company's  Quarterly  Report  on Form 10-Q for the
quarter  ended  April  30,  2004  and  filed  with  the SEC on  June 2,  2004 is
incorporated herein by this reference.

     Item  7.01 of the  Company's  Current  Report  on Form 8-K  filed  with the
Commission on September 9, 2004 is incorporated herein by this reference.

     See also Note 10 to the Company's  Consolidated  Financial Statements filed
or  incorporated by reference into Part II, Item 8 of this Annual Report on Form
10-K/A, which also is incorporated herein by this reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.






     Pursuant  to  Instruction  3 to Item 401(b) of  Regulation  S-K and General
Instruction  G(3), the following  information is included in Part I of this 2004
Form 10-K/A.

Executive Officers of the Registrant
- ------------------------------------

     The following table sets forth certain information concerning the executive
officers of the Company, as of September 28, 2004:

Name                                Age          Position with Registrant
- ----                                ---      -----------------------------------

Dan W. Evins                         69      Chairman of the Board

Michael A. Woodhouse                 59      President & Chief Executive Officer

Lawrence E. White                    54      Senior Vice President, Finance
                                             & Chief Financial Officer

James F. Blackstock                  57      Senior Vice President,
                                             General Counsel and Secretary

Norman J. Hill                       62      Senior Vice President, Human
                                             Resources

Patrick A. Scruggs                   40      Vice President, Accounting and Tax,
                                             & Chief Accounting Officer

Donald M. Turner                     56      President and Chief Operating
                                             Officer of Cracker Barrel Old
                                             Country Store, Inc.

Cyril J. Taylor                      50      Executive Vice President of Cracker
                                             Barrel Old Country Store, Inc.

David L. Gilbert                     47      Chief Administrative Officer of
                                             Cracker Barrel Old Country
                                             Store, Inc.

G. Thomas Vogel                      40      President and Chief Operating
                                             Officer of Logan's Roadhouse, Inc.

     The  following  information  summarizes  the  business  experience  of each
executive officer of the Company for at least the past five years:

     Prior to his  employment  with the Company in January  1999,  Mr. Evins was
Chairman  of the Board and Chief  Executive  Officer  ("CEO") of Cracker  Barrel
since its founding in 1969. He continued to serve as CEO of Cracker Barrel until
August 2001.  Mr. Evins has 35 years of experience in the  restaurant and retail
industries.

     Prior to his employment with the Company in January 1999, Mr. Woodhouse was
Senior Vice President of Finance and Chief Financial  Officer ("CFO") of Cracker
Barrel since  December  1995.  Mr.  Woodhouse  served the Company as Senior Vice
President of Finance and CFO from January 1999 to July 1999,  as Executive  Vice
President and Chief  Operating  Officer ("COO") from August 1999 until July 2000
and then as  President  and COO from August 2000 until July 2001 when he assumed
his  current  positions.  Mr.  Woodhouse  has  20  years  of  experience  in the
restaurant industry and 12 years of experience in the retail industry.

     Prior to his employment  with the Company in September  1999, Mr. White was
Executive Vice President and Chief  Financial  Officer of Boston  Chicken,  Inc.
from 1998 to 1999,  where he was part of a new management team brought in for an
operational  and financial  turnaround.  Mr. White has 17 years of experience in
the restaurant industry and 5 years of experience in the retail industry.


     Mr.  Blackstock  served the Company as Vice President,  General Counsel and
Secretary from January 1999 to February 2000 when he was promoted to Senior Vice
President.  Prior to his  employment  with the  Company  in  January  1999,  Mr.
Blackstock was Vice  President,  General Counsel and Secretary of Cracker Barrel
from June 1997 until January 1999. Mr.  Blackstock has 11 years of experience in
the restaurant and retail industries.

     Prior to his  employment  with the  Company in January  2002,  Mr. Hill was
Senior Vice  President of Human  Resources for Cracker Barrel from October 1996.
Mr. Hill has 25 years of  experience in the  restaurant  industry and 8 years of
experience in the retail industry.

     Prior to his  employment  with the Company in January 1999, Mr. Scruggs was
employed by Cracker Barrel since April 1989. Mr. Scruggs has served as Assistant
Treasurer  of Cracker  Barrel since  August  1993.  Mr.  Scruggs has 15 years of
experience in the restaurant and retail industries.

     Mr.  Turner  returned  to  Cracker  Barrel in  December  1999,  serving  as
Executive  Vice  President and Chief  Operations  Officer until his promotion to
President  and Chief  Operating  Officer in August 2001.  Prior to his return to
Cracker Barrel in November 1999, Mr. Turner was retired. Mr. Turner retired from
Cracker  Barrel as Senior Vice President and Chief  Operations  Officer in 1993,
prior to which he served in various  capacities  since 1976.  Mr.  Turner has 23
years of experience in the restaurant industry and 25 years of experience in the
retail industry.

     Mr. Taylor  started his career with Cracker  Barrel in 1978 as a Restaurant
Management  Trainee and has  regularly  been promoted to positions of increasing
responsibility  and authority,  becoming  Senior Vice President of Operations in
July of 2003. Prior to becoming Senior Vice President of Operations,  Mr. Taylor
was Senior Vice President of Restaurant  Operations  from August of 2002 to July
of 2003,  Divisional Vice President of Restaurant Operations from August of 2000
to July of 2002 and Vice President of Operations Administration from August 1999
to July 2000. Mr. Taylor has 26 years of experience in the restaurant and retail
industries.

     Prior to his  employment  with Cracker Barrel in July 2001, Mr. Gilbert was
employed  by  Shoney's   Inc.  as  its  Executive   Vice   President  and  Chief
Administrative  Officer  from  January  1999 to July  2001 and its  Senior  Vice
President of Real Estate from January 1998 to January 1999.  Mr.  Gilbert has 26
years of experience in the restaurant  industry and 3 years of experience in the
retail industry.

     Prior to his  employment  with Logan's in August  2003,  Mr. Vogel was with
Darden Restaurants Inc., since August 1991 serving in various capacities for its
Red  Lobster   concept,   including   Senior  Vice   President  of   Operations,
West/Southeast  Divisions from June 1999 to August 2003,  Vice President of Food
and Beverage from November 1997 to June 1999, and Concept  Development  Director
from March 1995 to November  1997.  Mr. Vogel has 18 years of  experience in the
restaurant industry.





                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES

     The Company's  Common Stock is traded on The Nasdaq Stock Market  (National
Market System) ("Nasdaq") under the symbol CBRL. There were 14,128  shareholders
of record as of September 24, 2004.

     The table  "Market  Price and Dividend  Information"  contained in the 2004
Annual Report is  incorporated  herein by this  reference.  Item 12 of this 2004
Form 10-K/A is incorporated in this Item of this Report by this reference.

     During the fourth  quarter of the year ended July 30, 2004, the Company did
not acquire any of its own equity securities.

     On May 28,  2004,  the Company  announced a 2,000,000  share  common  stock
repurchase  program with no expiration date. As of July 30, 2004 the Company had
open authorizations to repurchase 2,892,000 shares.


ITEM 6.  SELECTED FINANCIAL DATA

     The table "Selected  Financial  Data,"  contained in the Exhibit 99 to this
Report, is incorporated into this Item of this Report by this reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     "Management's Discussion and Analysis of Financial Condition and Results of
Operations,"  contained in Exhibit 99 to this Report,  is incorporated into this
Item of this Report by this reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     "Management's Discussion and Analysis of Financial Condition and Results of
Operations,"  contained in Exhibit 99 to this Report,  is incorporated into this
Item of this Report by this reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated Financial Statements (and related footnotes) and Report of
Independent  Registered Public Accounting Firm,  contained in Exhibit 99 to this
Report,  are incorporated into this Item of this Report by this reference.

     See Quarterly  Financial Data  (Unaudited)  in Note 13 to the  Consolidated
Financial Statements.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     None.

ITEM 9A.  CONTROLS AND PROCEDURES

     The Company's management, with the participation of its principal executive
and  financial  officers,  including the Chief  Executive  Officer and the Chief
Financial  Officer,  evaluated the  effectiveness  of the  Company's  disclosure
controls and  procedures  (as defined in Rule  13a-15(e)  promulgated  under the
Exchange Act). Based upon this evaluation,  the Chief Executive  Officer and the
Chief  Financial  Officer  concluded  that as of July 30,  2004,  the  Company's
disclosure  controls and procedures were effective for the purposes set forth in
the definition thereof in Exchange Act Rule 13a-15(e).


     There have been no  significant  changes  during the quarter ended July 30,
2004 in the Company's internal controls over financial  reporting (as defined in
Exchange Act Rule 13a-15(f)) that have  materially  affected,  or are reasonably
likely to materially  affect,  the Company's  internal  controls over  financial
reporting.

     On February 17, 2005, the Company  announced that it was restating  certain
prior  financial  results because of changes it made in the way it accounted for
leases.  The decision to restate was made  following a review of its  accounting
policies  that was prompted by views  expressed on February 7, 2005 by the staff
of the  SEC  (and  similar  restatements  by  numerous  other  companies  in the
restaurant, retail and other industries) that indicated that the manner in which
the Company had been accounting for leases needed to be corrected (see also Note
2 to the Consolidated Financial Statements).  Prior to the Company's review, the
Company  believed that such  accounting was consistent  with generally  accepted
accounting  principles.  Some  companies  have  indicated  that such a change in
accounting  and  resulting  restatement  is a material  weakness  in  disclosure
controls and procedures or in internal  controls over financial  reporting.  The
Company does not believe this to have been the case in its  situation as of July
30, 2004, and the effects of the restatement  were not material to the Company's
financial  position  or the  results  of  operations  for any  prior  annual  or
quarterly period.  The Company has discussed its conclusion with its independent
registered  public  accounting  firm.  However,  the Company is  discussing  the
restatement  in question in this Part I, Item 9A of this Annual Report out of an
abundance of caution.

ITEM 9B. OTHER INFORMATION

     None.







                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  required by this Item with  respect to  directors  of the
Company is  incorporated  into this Item of this Report by this reference to the
section  entitled  "Proposal  1:  Election  of  Directors"  in  the  2004  Proxy
Statement.  The  information  required  by this Item with  respect to  executive
officers of the Company is set forth in Part I of this 2004 on Form 10-K/A.

ITEM 11.  EXECUTIVE COMPENSATION

     The  information  required by this Item is  incorporated  into this Item of
this Report by this reference to the sections  entitled  "Board of Directors and
Committees"  and  "Executive  Compensation"  in the 2004  Proxy  Statement.  The
matters  labeled  "Report of the  Compensation  and Stock Option  Committee" and
"Shareholder  Return  Performance Graph" are not, and shall not be deemed to be,
incorporated by reference into this 2004 Form 10-K/A.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required by this Item is  incorporated  into this Item of
this Report by this  reference  to the  sections  entitled  "Stock  Ownership of
Management  and  Certain  Beneficial  Owners"  and  "Equity   Compensation  Plan
Information" in the 2004 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information  required by this Item is  incorporated  into this Item of
this Report by this reference to the section entitled "Certain  Transactions" in
the 2004 Proxy Statement.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The  information  required by this Item is  incorporated  into this Item of
this Report by this  reference to the sections  entitled "Fees Paid to Auditors"
and  "What is the Audit  Committee's  pre-approval  policy  and  procedure  with
respect to audit and non-audit  services  provided by our auditors?" in the 2004
Proxy Statement.  The remainder of the section entitled "Audit Committee Report"
is not, and shall not be deemed to be,  incorporated by reference into this 2004
Form 10-K/A.






                                     PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      (a) List of documents filed as part of this report:

          1.       The following Consolidated Financial Statements (as
                   restated) and the Report of Independent Registered
                   Public Accounting Firm of Deloitte & Touche LLP are
                   included within Exhibit 99 to this 2004 Form 10-K/A
                   and are incorporated into this Item of this Report by
                   this reference:

                   Report of Independent Registered Public Accounting
                   Firm dated September 23, 2004 (March 31, 2005 as to
                   the effects of the restatement discussed in Note 2)

                   Consolidated Balance Sheet (As Restated) as of July 30, 2004
                   and August 1, 2003

                   Consolidated Statement of Income (As Restated) for
                   each of the three fiscal years ended July 30, 2004,
                   August 1, 2003 and August 2, 2002

                   Consolidated Statement of Changes in Shareholders'
                   Equity (As Restated) for each of the three fiscal
                   years ended July 30, 2004, August 1, 2003 and August 2, 2002

                   Consolidated Statement of Cash Flows (As Restated)
                   for each of the three fiscal years ended July 30,
                   2004, August 1, 2003 and August 2, 2002

                   Notes to Consolidated Financial Statements

          2.       All schedules have been omitted since they are either
                   not required or not applicable, or the required
                   information is included in the consolidated financial
                   statements or notes thereto.

          3.       The exhibits listed in the accompanying Index to Exhibits
                   are filed as part of this Report.





                                   SIGNATURES


     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                   CBRL GROUP, INC.

                                   By:  /s/Michael A. Woodhouse
                                        -----------------------
                                        Michael A. Woodhouse
                                        Chairman, President and Chief Executive
                                        Officer

                                        March 30, 2005












                                INDEX TO EXHIBITS

Exhibit
- -------

3(I), 4(a)        Charter (1)

3(II), 4(b)       Bylaws (1)

4(c)              Shareholder Rights Agreement dated 9/7/1999 (2)

4(d)              Indenture, dated as of  April  3,  2002, among  the  Company,
                  the Guarantors (as defined therein) and Wachovia Bank,
                  National Association, as trustee, relating to the Company's
                  zero-coupon convertible senior notes (the "LYONs Indenture")
                  (3)

4(e)              Form of Certificate for the Company's zero-coupon convertible
                  senior notes (included in the Indenture filed as Exhibit 4(e)
                  hereof) (3)

4(f)              Form of Guarantee of the Company's zero-coupon convertible
                  senior notes (included in the Indenture filed as Exhibit 4(e)
                  hereof) (3)

4(g)              First amendment, dated June 19, 2002, to the LYONs Indenture

4(h)              Second amendment, dated July 30, 2004, to the LYONs Indenture

4(i),10(a)        Credit Agreement dated 2/21/2003, relating to the $300,000,000
                  Revolving Credit Facility (4)

10(b)             Lease dated 8/27/1981 for lease of Macon, Georgia store
                  between Cracker Barrel Old Country Store,  Inc. and B. F.
                  Lowery, a director of the Company (5)

10(c)             The Company's 1987 Stock Option Plan, as amended (6)

10(d)             The Company's Amended and Restated Stock Option Plan, as
                  amended (7)

10(e)             The Company's 2000 Non-Executive Stock Option Plan (8)

10(f)             The Company's 1989 Non-Employee Director's Stock Option Plan,
                  as amended (9)

10(g)             The Company's Non-Qualified Savings Plan, effective 1/1/1996,
                  as amended (6)

10(h)             The Company's Deferred Compensation Plan, effective 1/1/1994
                  (5)

10(i)             The Company's 2002 Omnibus Incentive Compensation Plan (10)

10(j)             Executive Employment Agreement executed January 15, 2002
                  between Dan W. Evins and the Company (3)

10(k)             Executive Employment Agreement executed July 25, 2002
                  between Michael A. Woodhouse and the Company (8)

10(l)             Change-in-control Agreement for Dan W. Evins dated
                  10/8/1999 (7)

10(m)             Change-in-control Agreement for Michael A. Woodhouse dated
                  10/8/1999 (7)

10(n)             Change-in-control Agreement for Lawrence E. White dated
                  10/8/1999 (7)

10(o)             Change-in-control Agreement for James F. Blackstock dated
                  10/8/1999 (7)


10(p)             Change-in-control Agreement for Norman J. Hill dated
                  10/13/1999 (8)

10(q)             Change-in-control Agreement for Donald M. Turner dated
                  12/6/1999 (11)

10(r)             Change-in-control Agreement for David L. Gilbert dated
                  10/3/2001 (8)

10(s)             Change-in-control Agreement for George T. Vogel dated
                  October 3, 2003 (10)

10(t)             Change-in-control Agreement for Patrick A. Scruggs dated
                  October 13, 1999 (10)

10(u)             Master Lease dated July 31, 2000 between Country Stores
                  Property I, LLC  ("Lessor") and Cracker Barrel Old Country
                  Store, Inc. ("Lessee") for lease of 21 Cracker Barrel Old
                  Country Store(R) sites (12)

10(v)             Master Lease dated July 31, 2000 between Country Stores
                  Property I, LLC ("Lessor") and Cracker Barrel Old Country
                  Store, Inc. ("Lessee") for lease of 9 Cracker Barrel Old
                  Country Store(R) sites*

10(w)             Master Lease dated July 31, 2000 between Country Stores
                  Property II, LLC ("Lessor") and Cracker Barrel Old Country
                  Store, Inc. ("Lessee") for lease of 23 Cracker Barrel Old
                  Country Store(R) sites*

10(x)             Master Lease dated July 31, 2000 between Country Stores
                  Property III, LLC ("Lessor") and Cracker Barrel Old Country
                  Store, Inc. ("Lessee") for lease of 12  Cracker Barrel Old
                  Country Store(R) sites*

10(y)             CBRL Group, Inc. Long-Term Incentive Plan Cover Letter (3)

10(z)             CBRL Group, Inc. Long-Term Incentive Plan (3)

10(aa)            CBRL Group, Inc. Long-Term Incentive Summary Plan
                  Description (3)

21                Subsidiaries of the Registrant (13)

23                Consent of Independent Registered Public Accounting Firm -
                  Deloitte & Touche LLP

31                Rule 13a-14(a)/15d-14(a) Certifications

32                Section 1350 Certifications

99                Information required by Part II, Items 6, 7, 7A and 8 of this
                  Annual Report on Form 10-K/A.

*Document not filed because essentially identical in terms and conditions to
Exhibit 10(u).

(1)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-4/A under the Securities Act of 1933 (File No. 333-62469).

(2)  Incorporated  by  reference  to the  Company's  Forms 8-K and 8-A under the
     Securities Exchange Act of 1934, filed September 21, 1999
     (File No. 000-25225).

(3)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     under the Securities  Exchange Act of 1934 for the quarterly period ended
     May 3, 2002 (File No. 000-25225).

(4)  Incorporated  by reference to the Company's  Quarterly  Report on Form 10-Q
     under the Securities Exchange Act of 1934 for the quarterly period ended
     January 31, 2003 (File No. 000-25225).

(5)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-7 under the Securities Act of 1933 (File No. 2-74266).


(6)  Incorporated by reference to the Company's  Registration  Statement on Form
     S-8 under the Securities Act of 1933 (File No. 33-45482).

(7)  Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended July 30, 1999
     (File No. 000-25225).

(8)  Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended August 2,
     2002 (File No. 000-25225).

(9)  Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended August 2,
     1991 (File No. 0-7536).

(10) Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended August 1,
     2003 (File No. 000-25225).

(11) Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended August 3,
     2001 (File No. 000-25225).

(12) Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended July 28,
     2000 (File No. 000-25225).

(13) Incorporated by reference to the Company's Annual Report on Form 10-K under
     the Securities Exchange Act of 1934 for the fiscal year ended July 30, 2004
     (File No. 000-25225).


                          FIRST SUPPLEMENT TO INDENTURE


     THIS  FIRST  SUPPLEMENT  TO  INDENTURE,  is dated as of June 19,  2002 (the
"Supplement"),  by and among CBRL  Group,  Inc.,  a Tennessee  corporation  (the
"Company"), LRI Gift Card Management Co., a Colorado corporation ("LRI Gift Card
Management"),   and  Wachovia  Bank,  National  Association,   as  trustee  (the
"Trustee").

                              W I T N E S S E T H:

     WHEREAS,  the Company,  the Guarantors (as defined therein) which are party
thereto,  and the Trustee  executed that certain  Indenture dated as of April 3,
2002 (the  "Indenture"),  providing  for the  issuance of certain  Liquid  Yield
Option(TM)  Notes  due 2032  (Zero  Coupon-Senior)  in the  principal  amount at
maturity of up to Four  Hundred  Twenty-Two  Million  Fifty  Thousand and 00/100
Dollars ($422,050,000) (the "Securities"), all of which currently are issued and
outstanding; and

     WHEREAS, the Securities are fully guaranteed, on an unsecured senior basis,
as to the payment of principal and interest by the Guarantors (as defined in the
Indenture); and

     WHEREAS, Logan's Roadhouse,  Inc., a Tennessee corporation and a Subsidiary
(as defined in the Indenture) of the Company,  is a Guarantor (as defined in the
Indenture) under the Indenture; and

     WHEREAS,  Logan's  Roadhouse,  Inc.  formed  LRI Gift  Card  Management,  a
"domestic Subsidiary" (as defined in the Indenture), on June 6, 2002; and

     WHEREAS,  Section  13.03  of the  Indenture  provides  that  any  "domestic
Subsidiary" (as defined in the Indenture)  formed by a Subsidiary (as defined in
the  Indenture)  of the  Company  must  execute  and  deliver  to the  Trustee a
supplement to the Indenture  pursuant to which such  "domestic  Subsidiary"  (as
defined  in  the  Indenture)  shall  guarantee  all of  the  obligations  on the
Securities; and

     WHEREAS,  because LRI Gift Card  Management  must  become a  Guarantor  (as
defined in the Indenture) of the Securities in compliance  with Section 13.03 of
the Indenture, this Supplement is required by the terms of the Indenture; and

     WHEREAS,  all acts and  proceedings  necessary  have been done to make this
Supplement, when executed and delivered by the Company, LRI Gift Card Management
and the Trustee,  the legal,  valid and binding agreement of the Company and LRI
Gift Card Management in accordance with its terms;

     NOW, THEREFORE,  for good and valuable  consideration,  the sufficiency and
receipt of which are hereby acknowledged,  the parties,  intending to be legally
bound, agree as follows:

     Section 1.  Confirmation of the Indenture;  Definitions.  Except as amended
and supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all
respects.  Capitalized defined terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.

     Section 2. Guarantee. LRI Gift Card Management does hereby guarantee all of
the obligations on the Securities,  whether for principal,  interest  (including
contingent  interest,  and interest accruing after the filing of, or which would
have  accrued but for the filing of, a petition by or against the Company  under
Bankruptcy  Law,  whether or not such  interest is allowed as a claim after such
filing in any  proceeding  under  such  law),  if any and other  amounts  due in
connection therewith (including any fees, expenses and indemnities), on a senior
unsecured  basis on the terms and  subject to the  limitations  set forth in the
Indenture as if it were an original party thereto. On and after the date hereof,
the obligations of LRI Gift Card Management and the other  Guarantors  under the
Indenture under their respective Guarantees shall be joint and several, and each
reference  in the  Indenture  to  "Guarantor"  shall be  deemed  to refer to all
Guarantors, including, without limitation, LRI Gift Card Management.


     Section 3.  Effectiveness  of  Supplement.  This  Supplement  shall  become
effective  immediately upon the execution  hereof by the Company,  LRI Gift Card
Management and the Trustee.

     Section 4.  Counterparts.  This Supplement may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

     Section  5.  Governing  Law.  This  Supplement  shall  be  governed  by and
construed in accordance with the internal laws of the State of New York.




           [The remainder of this page was intentionally left blank.]





         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed, all as of the date first above written.

                                              LRI GIFT CARD MANAGEMENT CO.
ATTEST:

/s/Mary Sample                                By:/s/Peter Kehayes
- --------------------------------------------     ---------------------------
Name: Mary Sample                                Name: Peter Kehayes
Title:   Chief Financial Officer, Treasurer      Title:  President
        and Secretary


                                              WACHOVIA BANK, NATIONAL
ATTEST:                                       ASSOCIATION, AS TRUSTEE
/s/Greta Wright                               By:/s/Susan K. Baker
- --------------------------------------------     -------------------------------

Name: Greta Wright                            Name: Susan K.Baker
     ---------------------------------------       -----------------------------

Title: Vice President                         Title: Vice President
      --------------------------------------        ----------------------------







                                               CBRL GROUP, INC.
ATTEST:

 /s/ M. A. Woodhouse                           By: /s/J. F.  Blackstock
- --------------------------------------------      ------------------------------

Name: Michael A. Woodhouse                     Name: James F. Blackstock
     ---------------------------------------        ----------------------------

Title: President & CEO                         Title: Senior Vice President
      --------------------------------------         ---------------------------


                         SECOND SUPPLEMENT TO INDENTURE

     THIS  SECOND  SUPPLEMENT  TO  INDENTURE,  is dated as of July 30, 2004 (the
"Supplement"),  by and among CBRL  Group,  Inc.,  a Tennessee  corporation  (the
"Company"),  CBOCS Merger, Inc., a Tennessee corporation ("CBOCS Merger"), CBOCS
Supply,  Inc., a Tennessee  corporation  ("CBOCS  Supply"),  and Wachovia  Bank,
National Association, as trustee (the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, the Company, the Guarantors (as defined therein) which are party a
thereto,  and the Trustee  executed that certain  Indenture dated as of April 3,
2002, as supplemented by that certain First  Supplement to Indenture dated as of
June 19, 2002 (as so supplemented, the "Indenture"),  providing for the issuance
of certain Liquid Yield  Option(TM) Notes due 2032 (Zero  Coupon-Senior)  in the
principal  amount at maturity of up to Four  Hundred  Twenty-Two  Million  Fifty
Thousand and No/100  Dollars  ($422,050,000)  (the  "Securities"),  all of which
currently are issued and outstanding; and

     WHEREAS, the Securities are fully guaranteed, on an unsecured senior basis,
as to the payment of principal and interest by the Guarantors (as defined in the
Indenture); and

     WHEREAS,  Cracker Barrel Old Country Store,  Inc., a Tennessee  corporation
and a Subsidiary  (as defined in the  Indenture) of the Company,  is a Guarantor
(as defined in the Indenture) under the Indenture; and

     WHEREAS,  Cracker Barrel Old Country Store, Inc. formed CBOCS Supply, Inc.,
a "domestic Subsidiary" (as defined in the Indenture), on July 23, 2004; and

     WHEREAS,  CBOCS West,  Inc.,  a Nevada  corporation  and a  Subsidiary  (as
defined in the  Indenture)  of the  Company,  is a Guarantor  (as defined in the
Indenture) under the Indenture; and

     WHEREAS,   CBOCS  West,  Inc.  formed  CBOCS  Merger,   Inc.,  a  "domestic
Subsidiary" (as defined in the Indenture), on July 26, 2004; and

     WHEREAS,  Section  13.03  of the  Indenture  provides  that  any  "domestic
Subsidiary" (as defined in the Indenture)  formed by a Subsidiary (as defined in
the  Indenture)  of the  Company  must  execute  and  deliver  to the  Trustee a
supplement to the Indenture  pursuant to which such  "domestic  Subsidiary"  (as
defined  in  the  Indenture)  shall  guarantee  all of  the  obligations  on the
Securities; and

     WHEREAS,  CBOCS  Supply and CBOCS  Merger must each become a Guarantor  (as
defined in the Indenture) of the Securities in compliance  with Section 13.03 of
the Indenture, this Supplement is required by the terms of the Indenture; and

     WHEREAS,  all acts and  proceedings  necessary  have been done to make this
Supplement,  when  executed and delivered by the Company,  CBOCS  Supply,  CBOCS
Merger and the Trustee,  the legal,  valid and binding agreement of the Company,
CBOCS Supply and CBOCS Merger in accordance with its terms;


     NOW, THEREFORE,  for good and valuable  consideration,  the sufficiency and
receipt of which are hereby acknowledged,  the parties,  intending to be legally
bound, agree as follows:

     Section 1.  Confirmation of the Indenture;  Definitions.  Except as amended
and supplemented hereby, the Indenture is hereby confirmed and reaffirmed in all
respects.  Capitalized defined terms not otherwise defined herein shall have the
meanings ascribed to them in the Indenture.

     Section  2.  Guarantee.  CBOCS  Supply  and  CBOCS  Merger  do each  hereby
guarantee  all of the  obligations  on the  Securities,  whether for  principal,
interest (including contingent interest,  and interest accruing after the filing
of, or which would have  accrued but for the filing of, a petition by or against
the Company under  Bankruptcy Law,  whether or not such interest is allowed as a
claim  after such  filing in any  proceeding  under such law),  if any and other
amounts  due  in  connection   therewith   (including  any  fees,  expenses  and
indemnities),  on a senior  unsecured  basis on the  terms  and  subject  to the
limitations  set forth in the Indenture as if it were an original party thereto.
On and after the date hereof,  the  obligations of CBOCS Supply and CBOCS Merger
and the other Guarantors  under the Indenture under their respective  Guarantees
shall be joint and several,  and each  reference in the Indenture to "Guarantor"
shall be deemed to refer to all Guarantors, including, without limitation, CBOCS
Supply and CBOCS Merger.

     Section 3.  Effectiveness  of  Supplement.  This  Supplement  shall  become
effective  immediately upon the execution  hereof by the Company,  CBOCS Supply,
CBOCS Merger and the Trustee.

     Section 4.  Counterparts.  This Supplement may be executed in any number of
counterparts,  each of which so executed shall be deemed to be an original,  but
all such counterparts shall together constitute but one and the same instrument.

     Section  5.  Governing  Law.  This  Supplement  shall  be  governed  by and
construed in accordance with the internal laws of the State of New York.

           [The remainder of this page was intentionally left blank.]






     IN WITNESS  WHEREOF,  the parties hereto have caused this  Supplement to be
duly executed, all as of the date first above written.

                                               CBOCS SUPPLY, INC.
ATTEST:


 /s/J.F. Blackstock                            By:/s/Patrick A. Scruggs
- --------------------------------------------      ------------------------------
Name: J.F. Blackstock                          Name: Patrick A. Scruggs
      --------------------------------------        ----------------------------
Title: General Counsel                         Title: Treasurer
       -------------------------------------         ---------------------------




                                               CBOCS MERGER, INC.
ATTEST:


/s/J. F. Blackstock                            By:Patrick A. Scruggs
- --------------------------------------------      ------------------------------
Name: J.F. Blackstock                          Name:Patrick A. Scruggs
      --------------------------------------        ----------------------------
Title: General Counsel                         Title:Treasurer
       -------------------------------------         ---------------------------




                                                WACHOVIA  BANK,  NATIONAL
                                                ASSOCIATION, AS TRUSTEE
ATTEST:

/s/Myra B. Staggs                               By:/s/Caroline R. Oakes
- --------------------------------------------       -----------------------------
Name:  Myra Staggs                              Name: Caroline R. Oakes
      --------------------------------------         ---------------------------
Title:  Assistant Vice President                Title: Vice President
       -------------------------------------          --------------------------




                                                 CBRL GROUP, INC.
ATTEST:

/s/ J. F. Blackstock                             By:/s/Patrick A. Scruggs
- --------------------------------------------        ----------------------------
Name: J. F. Blackstock                           Name: Patrick A. Scruggs
      --------------------------------------          --------------------------
Title: Sr. VP General Counsel                    Title: VP Accounting and Tax
       -------------------------------------           -------------------------


     The  following  selected  financial  data  has  been  restated  to  reflect
adjustments  to  the  Original   Filing  that  are  further   discussed  in  the
"Explanatory  Note" in the  forepart  of this Form  10-K/A  and in Note 2 to the
accompanying consolidated financial statements.

                                               CBRL Group, Inc.
                                            Selected Financial Data

                                     (Dollars in thousands except share data)
                                        For each of the fiscal years ended
July 30, August 1, August 2, August 3, July28, 2004(c) 2003 2002 2001(d)(e)(f) 2000(g) (As Restated, (As Restated, (As Restated, (As Restated) (As Restated) see Note 2) see Note 2) see Note 2) Selected Income Statement Data: Total revenue $2,380,947 $2,198,182 $2,071,784 $1,967,998 $1,777,119 Net income 111,885 105,108 90,444 48,550 58,273 Net income per share: Basic 2.29 2.13 1.67 0.86 1.01 Diluted 2.23 2.06 1.61 0.85 1.00 Dividends paid per share(a) $ 0.33 $ 0.02 $ 0.02 $ 0.02 $ 0.01 As Percent of Revenues: Cost of goods sold 33.0% 32.0% 32.7% 33.8% 34.6% Labor and related expenses 37.0 37.3 37.5 37.2 36.3 Other store operating expenses 17.0 17.3 17.1 18.2 16.9 Store operating income 13.0 13.4 12.7 10.8 12.2 General and administrative expenses 5.3 5.6 5.6 5.2 5.4 Operating Income 7.7 7.8 7.1 4.9 6.6 Income before income taxes 7.3 7.4 6.8 4.2 5.3 Memo: Depreciation and amortization 2.7 2.9 3.0 3.3 3.7 Selected Balance Sheet Data: Working capital (deficit) $ (39,195) $ (66,880) $ (51,252) $ (34,701) $ (23,262) Total assets 1,435,704 1,327,165 1,264,673 1,213,697 1,335,974 Long-term debt 185,138 186,730 194,476 125,000 292,000 Other Long-term obligations 36,225 30,454 25,992 19,697 11,053 Shareholders' equity 873,336 789,362 778,881 843,340 826,833 Selected Cash Flow Data: Cash provided by operating activities $ 200,365 $ 240,586 $ 196,277 $ 147,859 $ 160,247 Purchase of property and equipment 144,611 120,921 96,692 91,439 138,032 Share repurchases 69,206 166,632 216,834 36,444 21,104 Selected Other Data: Common Shares outstanding at end of year 48,769,368 47,872,542 50,272,459 55,026,846 56,668,349 Stores Open at End of Year: Cracker Barrel 504 480 457 437 426 Logan's company-operated 107 96 84 75 65 Logan's franchised 20 16 12 8 7 Carmine Giardini's - - - - 3 Comparable Store Sales(b): Average Unit Annual Sales: Cracker Barrel restaurant $ 3,217 $ 3,157 $ 3,150 $ 3,082 $ 2,922 Cracker Barrel retail 988 939 945 946 930 Memo: Cracker Barrel number of stores in comparable base 445 430 414 376 326 Logan's company-operated $ 3,040 $2,915 $2,959 $3,041 $3,157 Memo: Logan's number of restaurants in comparable base 83 71 59 40 25 Period to period increase (decrease) in comparable store sales: Cracker Barrel restaurant 2.0% 0.5 % 5.3% 4.6 % 0.6 % Cracker Barrel retail 5.3 (0.4) 2.3 1.1 (2.3) Logan's company-operated 4.8 0.0 2.4 (1.1) 3.2
(a)On September 25, 2003, the Company's Board of Directors (the "Board") adopted a new policy to consider and pay dividends, if declared, on a quarterly basis, initially declared at $0.11 per share per quarter (an annual equivalent of $0.44 per share). During 2004, the Company paid such dividends of $0.11 per share during the second, third and fourth quarters of 2004. On July 29, 2004, the Board declared another dividend of $0.11 per share payable on September 1, 2004 to shareholders of record on August 9, 2004. Additionally, on September 23, 2004, the Board declared a dividend of $0.12 per share payable on November 1, 2004 to shareholders of record on October 8, 2004. This dividend reflects a 9.1% increase from the previous quarterly dividend. (b)Comparable store sales consist of sales of units open six full quarters at the beginning of the year; and are measured on calendar weeks. Average unit volumes are normalized to 52 weeks for fiscal 2001. (c)Includes charges of $5,210 before taxes, as a result of settlement of certain lawsuits against the Company's Cracker Barrel Old Country Store, Inc. ("Cracker Barrel") subsidiary (see Note 10 to the Company's Consolidated Financial Statements). (d)Includes charges of $33,063 before taxes, principally as a result of exiting the Carmine Giardini's Gourmet Market(TM) business and closing four Cracker Barrel units and three Logan's Roadhouse(R) restaurants, as well as an accrual for a settlement proposal for a collective action under the Fair Labor Standards Act, which was later settled as noted in (b) above. (e)The Company's fiscal year ended August 3, 2001 consisted of 53 weeks. As a result, comparisons to fiscal 2002 and fiscal 2000 also reflect the impact of having one more week in fiscal 2001 than in fiscal 2002 and fiscal 2000. (f)Includes a sale-leaseback transaction under which $138,300 of long-term debt was paid down. (g)Includes charges of $8,592 before taxes, principally as a result of management changes and the resulting refocused operating priorities. MARKET PRICE AND DIVIDEND INFORMATION The following table indicates the high and low sales prices of the Company's common stock, as reported by The Nasdaq Stock Market (National Market), and dividends paid. Fiscal Year 2004 Fiscal Year 2003 ---------------- ---------------- Prices Prices ---------------- Dividends ---------------- Dividends Quarter High Low Paid High Low Paid - ------------------------------------------------------------------------------- First $39.02 $32.25 -- $27.95 $19.54 -- Second 42.07 36.61 $.11 32.85 22.35 $.02 Third 41.24 37.09 .11 32.99 24.86 -- Fourth 38.11 30.55 .11 39.95 31.31 -- - ------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. The discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto. All applicable disclosures in the following discussion have been modified to reflect the restatement described in Note 2 to the Consolidated Financial Statements. Except for specific historical information, the matters discussed in this Annual Report to Shareholders, as well as the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission ("SEC") for the year ended July 30, 2004, contain forward-looking statements that involve risks, uncertainties and other factors which may cause actual results and performance of the Company to differ materially from those expressed or implied by these statements. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "assumptions," "target," "guidance," "outlook," "plans," "projection," "may," "will," "would," "expect," "intend," "estimate," "anticipate," "believe," "potential" or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. Factors which could materially affect actual results include, but are not limited to: changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting accounting (including but not limited to, accounting for convertible debt under Emerging Issues Task Force ("EITF") Issue Abstract No. 04-08 of the Financial Accounting Standards Board ("FASB")), tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; the effects of uncertain consumer confidence or general or regional economic weakness on sales and customer travel activity; the ability of the Company to identify, acquire and sell successful new lines of retail merchandise; commodity, workers' compensation, group health and utility price changes; consumer behavior based on concerns over nutritional or safety aspects of the Company's products or restaurant food in general; competitive marketing and operational initiatives; the effects of plans intended to improve operational execution and performance; the actual results of pending or threatened litigation or governmental investigations or charges and the costs and effects of negative publicity associated with these activities; practical or psychological effects of terrorist acts or war and military or government responses; the effects of increased competition at Company locations on sales and on labor recruiting, cost, and retention; the ability of and cost to the Company to recruit, train, and retain qualified restaurant hourly and management employees; disruptions to the Company's restaurant or retail supply chain; changes in foreign exchange rates affecting the Company's future retail inventory purchases; the availability and cost of acceptable sites for development and the Company's ability to identify such sites; changes in generally accepted accounting principles in the United States of America ("GAAP") or changes in capital market conditions that could affect valuations of restaurant companies in general or the Company's goodwill in particular; increases in construction costs; changes in interest rates affecting the Company's financing costs; and other factors described from time to time in the Company's filings with the SEC, press releases, and other communications. All dollar amounts reported or discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations are shown in thousands. References in Management's Discussion and Analysis of Financial Condition and Results of Operations to a year or quarter are to the Company's fiscal year or quarter unless otherwise noted. EXECUTIVE OVERVIEW - ------------------ CBRL Group, Inc. (the "Company," "our" or "we") is a publicly traded (Nasdaq: CBRL) holding company that, through certain subsidiaries, is engaged in the operation and development of the Cracker Barrel Old Country Store(R) ("Cracker Barrel") and Logan's Roadhouse(R) ("Logan's") restaurant and retail concepts. The Company was organized under the laws of the state of Tennessee in August 1998 and maintains an Internet website at http://www.cbrlgroup.com. ------------------------ We are in the business of delivering excellent guest dining experiences, and we strive to do that in 41 states at a collective total of 611 company-owned units and an additional 20 franchised units as of July 30, 2004. While each restaurant concept offers its own unique atmosphere and an array of distinct menu items, both are equally committed to executing outstanding guest service while focusing on delivery of high quality products at affordable prices. During 2004 we served approximately 206 million meals in Cracker Barrel and approximately 27 million meals in Logan's. Restaurant Industry - ------------------- Our businesses operate in the full-service segment of the restaurant industry in the United States. The restaurant business is highly competitive with respect to quality, variety and price of the food products offered. The industry is often affected by changes in the taste and eating habits of the public, local and national economic conditions affecting spending habits, and population and traffic patterns. There are many segments within the restaurant industry, which overlap and often provide competition for widely diverse restaurant concepts. Competition also exists in securing prime real estate locations for new restaurants, in hiring qualified employees, in advertising, in the attractiveness of facilities and among competitors with similar menu offerings or convenience. The restaurant industry has experienced sharp increases in the prices of many key commodities over the last year, and commodity price pressures are expected to continue for various beef, pork, poultry, dairy and egg products. We have developed various initiatives to focus on purchasing of the same or higher quality products more efficiently and at lower costs or to mitigate or manage cost pressures. Additionally, seasonal aspects also affect the restaurant business. Historically, interstate tourist traffic and the propensity to dine out during the summer months have been much higher, thereby attributing to higher profits in our fourth quarter. While retail sales in Cracker Barrel are almost exclusively to restaurant customers, such sales are strongest in the second quarter, which includes the Christmas holiday shopping season. Key Performance Indicators - -------------------------- Management uses a number of key performance measures to evaluate the Company's operational and financial performance, including the following: Comparable store sales and traffic consist of sales and number of guests, respectively, of units open six full quarters at the beginning of the year; and are measured on comparable calendar weeks. This measure highlights performance of existing stores as the impact of new stores openings are excluded. Percentage of restaurant sales by day-part assists management in identifying the breakdown of sales provided by meals served for breakfast, lunch or dinner. This measure not only provides a financial measure of revenues by type of meal, but also assists operational management in analyzing staffing levels needed throughout the day. Average check per person is an indicator which management uses to analyze the dollars spent in our stores per guest. This measure aids management in identifying trends in guest preferences as well as the effectiveness of menu price increases and other menu changes. Turnover rates are considered separately for both hourly turnover and managerial turnover. These indicators help management to anticipate future training needs and costs, as well as helping management to recognize trends in staffing levels that would potentially affect operating performance. Store Operating Margins are defined as total revenue less cost of goods sold, labor and other related expenses and other store operating expenses. Management uses this indicator as a primary measure of operating profitability. Results of Operations The following table highlights operating results over the past three years:
Relationship Period to Period to Total Revenue Increase(Decrease) ---------------- ------------------ 2004 2003 2002 2004 vs 2003 2003 vs 2002 - --------------------------------------------------------------------------------------------- (As Restated) (As Restated)(As Restated) (As Restated) (As Restated) Total revenue: 100.0% 100.0% 100.0% 8% 6% Cost of goods sold 33.0 32.0 32.7 12 4 Gross profit 67.0 68.0 67.3 7 7 Labor and other related expenses 37.0 37.3 37.5 7 5 Other store operating expenses 17.0 17.3 17.1 6 7 Store operating income 13.0 13.4 12.7 5 12 General and administrative 5.3 5.6 5.6 4 6 Operating income 7.7 7.8 7.1 6 17 Interest expense 0.4 0.4 0.3 (5) 31 Interest income -- -- -- -- -- Income before income taxes 7.3 7.4 6.8 7 16 Provision for income taxes 2.6 2.6 2.4 8 16 Net income 4.7 4.8 4.4 6 16 =============================================================================================
The Company recorded charges of $5,210 before taxes, during the quarter ended July 30, 2004, as a result of a settlement in principle of certain previously reported lawsuits against its Cracker Barrel subsidiary (see Note 10 to the Company's Consolidated Financial Statements). The charge increased general and administrative expense in the Company's Consolidated Statement of Income in both dollars and as a percent of total revenue for the year ended July 30, 2004 by $5,210 and 0.2%, respectively. Total Revenue The following table highlights the components of total revenue by percentage relationships to total revenue for the past three years: 2004 2003 2002 ---------------------- Net sales: Cracker Barrel restaurant 66.1% 67.3% 67.8% Logan's company-operated 13.4 12.4 11.6 ---- ---- ---- Total restaurant 79.5 79.7 79.4 Cracker Barrel retail 20.4 20.2 20.5 -------------------------------------------------------------------- Total net sales 99.9 99.9 99.9 Franchise fees and royalties 0.1 0.1 0.1 - ------------------------------------------------------------------------ Total revenue 100.0% 100.0% 100.0% ======================================================================== The following table highlights comparable store sales* results over the past two years: Cracker Barrel Logan's Period to Period Period to Period Increase(Decrease) Increase ------------------ -------- 2004 vs 2003 2003 vs 2002 2004 vs 2003 2003 vs 2002 (445 Stores) (430 Stores) (83 Stores) (71 Stores) - ----------------------------------------------------------------------------- Restaurant 2.0% 0.5% 4.8% 0.0% Retail 5.3 (0.4) -- -- Restaurant & retail 2.8 0.3 4.8 0.0 ============================================================================= *Comparable store sales consist of sales of units open six full quarters at the beginning of the year; and are measured on calendar weeks. Cracker Barrel comparable store restaurant sales increased 2.0% for 2004 versus 2003. Comparable store restaurant sales increased 0.5% in 2003 versus 2002. The increase in comparable store restaurant sales from 2003 to 2004 was due to an increase in average check of 1.7%, including 1.0% of menu pricing and 0.7% of product mix changes, and an increase in guest traffic of 0.3%. Cracker Barrel comparable store retail sales increased 5.3% for 2004 versus 2003. Comparable store retail sales decreased 0.4% in 2003 versus 2002. The comparable store retail sales increase from 2003 to 2004 was due to improved merchandise selection with broader appeal and greater variety at lower price points, improved merchandise planning, and retail staff sales training as well as the restaurant guest traffic increase. In 2004 total net sales (restaurant and retail) in the 445 Cracker Barrel comparable stores averaged $4,206. Restaurant sales were 76.5% of total net sales in the comparable 445 stores in 2004 and 77.1% in 2003. Logan's comparable store sales increased 4.8% for 2004 versus 2003 at an average of $3,040 per restaurant. Comparable store sales were flat in 2003 versus 2002. The increase in comparable store sales from 2003 to 2004 was due to an increase in guest traffic of 3.1% and an increase in average check of 1.7%. The higher check included 1.1% of menu pricing and 0.6% lower sales deductions for complimentary meals (resulting from focus on execution and less need to resolve guest product and service issues). Total revenue, which increased 8.3% and 6.1% in 2004 and 2003, respectively, benefited from the opening of 24, 23 and 20 Cracker Barrel stores in 2004, 2003 and 2002, respectively, and the opening of 11, 12 and 9 company-operated and 4, 4 and 4 franchised Logan's restaurants in 2004, 2003 and 2002, respectively. Average unit volumes, based on weeks of operation, were approximately $61.7 per week for Cracker Barrel restaurants in 2004 (compared with $60.9 in 2003 and $60.6 in 2002), $19.1 for Cracker Barrel retail (compared with $18.2 for 2003 and $18.3 for 2002), and $59.5 for Logan's (compared with $57.0 for 2003 and $56.6 for 2002). Cost of Goods Sold Cost of goods sold as a percentage of total revenue increased in 2004 to 33.0% from 32.0% in 2003. This increase was due to higher commodity costs for beef, butter, bacon and other dairy, including eggs, all of which had high single-digit percentage increases due to unfavorable market conditions. Also affecting cost of goods sold in 2004 was a higher mix of retail sales as a percent of total revenue (retail has a higher product cost than restaurant) and higher markdowns of retail merchandise versus the prior year. Management believes that increases in 2004 were unusual in both magnitude and the breadth of commodities affected. These increases were partially offset by higher menu pricing and higher initial mark-ons of retail merchandise. Cost of goods sold as a percentage of total revenue decreased in 2003 to 32.0% from 32.7% in 2002. Cracker Barrel has had various focused initiatives aimed at improving cost of product from vendors. This decrease was due to lower commodity costs for orange juice and certain pork and dairy products versus the prior year, higher menu pricing, higher initial mark-ons of retail merchandise, lower retail shrink and in-store damages, a lower mix of retail sales as a percent of total revenues (retail has a higher product cost than restaurant) and improvements in restaurant-level execution. These decreases were offset partially by higher markdowns of retail merchandise and higher commodity costs for beef, eggs and butter versus the prior year. Labor and Related Expenses Labor and other related expenses include all direct and indirect labor and related costs incurred in store operations. Labor expenses as a percentage of total revenue were 37.0%, 37.3% and 37.5% in 2004, 2003 and 2002, respectively. The year to year decrease from 2003 to 2004 was due to higher menu pricing, lower hourly labor, including wage rates, and decreased workers' compensation and group health costs offset partially by increases in manager wages and bonuses versus the prior year. The year to year decrease from 2002 to 2003 was due to higher menu pricing, lower hourly labor, including wage rates, decreased compensation under unit-level bonus programs and decreased workers' compensation costs offset partially by increases in manager wages and increased group health costs versus the prior year. Other Store Operating Expenses Other store operating expenses include all unit-level operating costs, the major components of which are operating supplies, utilities, repairs and maintenance, advertising, rent, depreciation and amortization. Other store operating expenses as a percentage of total revenue were 17.0%, 17.3% and 17.1% in 2004, 2003 and 2002, respectively. The year to year decrease from 2003 to 2004 was due to lower advertising and depreciation and higher menu pricing versus the prior year offset partially by higher losses on disposition of property and equipment versus the prior year. The increase from 2002 to 2003 was due to higher maintenance versus the prior year offset partially by higher menu pricing versus the prior year. General and Administrative Expenses General and administrative expenses as a percentage of total revenue were 5.3%, 5.6% and 5.6% in 2004, 2003 and 2002, respectively. The year to year decrease from 2003 to 2004 was due to lower professional fees and the decrease in bonus accruals reflective of lower performance against financial objectives versus the prior year offset partially by the legal settlement discussed earlier. Higher professional fees, higher costs for store manager conferences and higher corporate bonuses reflective of performance improvements in 2003 versus 2002 were offset by higher revenues from menu pricing and new stores in 2003 versus 2002. Interest Expense Interest expense decreased to $8,444 in 2004 from $8,892 in 2003, which represented an increase from $6,769 in 2002. The year to year decrease from 2003 to 2004 was due to lower average outstanding debt versus the prior year. The increase from 2002 to 2003 resulted from higher average outstanding debt as compared to the prior year offset partially by lower average interest rates as compared to the prior year. Provision for Income Taxes Provision for income taxes as a percent of income before income taxes was 35.9% for 2004, 35.5% for 2003 and 35.6% for 2002. The reason for the increase in the tax rate from 2003 to 2004 was the expiration of certain federal tax credit legislation on January 1, 2004. The reason for the decrease in the tax rate from 2002 to 2003 was a decrease in effective state tax rates. Quantitative and Qualitative Disclosures about Market Risk Interest Rate Risk. With certain instruments entered into for other than trading purposes, the Company is subject to market risk exposure related to changes in interest rates. As of September 28, 2004, the Company has in place a $300,000 revolving credit facility, which matures February 21, 2008. The facility bears interest, at the Company's election, either at the prime rate or a percentage point spread from LIBOR based on certain financial ratios set forth in the loan agreement. At July 30, 2004, the Company had no outstanding borrowings under the Revolving Credit Facility, and the Company's percentage point spread from LIBOR was 1.25%, as it was through all of 2004. The percentage point spread will decrease to 1.0% for the first quarter of 2005 then increase to 1.25% in the second quarter of 2005. The percentage point spread from LIBOR for the third and fourth quarters of 2005 remains to be determined. While changes in the prime rate or LIBOR would affect the cost of funds borrowed in the future, the Company believes that the effect, if any, of reasonably possible near-term changes in interest rates on the Company's consolidated financial position, results of operations or cash flows would not be material. Commodity Price Risk. Many of the food products purchased by the Company are affected by commodity pricing and are, therefore, subject to price volatility caused by weather, production problems, delivery difficulties and other factors which are outside the control of the Company and which are generally unpredictable. Four food categories (beef, dairy, including eggs, pork and poultry) account for the largest shares of the Company's food purchases at approximately 18%, 13%, 11% and 10%, respectively. Other categories affected by the commodities markets, such as produce, seafood and coffee, may each account for as much as 9% of the Company's food purchases. While the Company has some of its food items prepared to its specifications, the Company's food items are based on generally available products, and if any existing suppliers fail, or are unable to deliver in quantities required by the Company, the Company believes that there are sufficient other quality suppliers in the marketplace that its sources of supply can be replaced as necessary. The Company also recognizes, however, that commodity pricing is extremely volatile and can change unpredictably and over short periods of time. Changes in commodity prices would affect the Company and its competitors generally, and depending on the terms and duration of supply contracts, sometimes simultaneously. The Company also enters into supply contracts for certain of its products in an effort to minimize volatility of supply and pricing. In many cases, or over the longer term, the Company believes it will be able to pass through some or much of the increased commodity costs by adjusting its menu pricing. From time to time, competitive circumstances, or judgments about consumer acceptance of price increases, may limit menu price flexibility, and in those circumstances increases in commodity prices can result in lower margins for the Company, as happened in 2004. Some of the Company's purchase contracts are used to hedge commodity prices and may contain features that could be classified as derivative financial instruments under Statement of Financial Accounting Standards ("SFAS") Nos. 133, "Accounting for Derivative Investments and Hedging Activities," 137, "Accounting for Derivative Investments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133," and 149, "Amendments of Statement 133 on Derivative Instruments and Hedging Activities." However, these features that could be classified as derivative financial instruments are exempt from fair value accounting based on the normal purchases exemption. Liquidity and Capital Resources The following table presents a summary of the Company's cash flows for the last three years: 2004 2003 2002 - ------------------------------------------------------------------------------ Net cash provided by operating activities $200,365 $240,586 $196,277 Net cash used in investing activities (143,666) (118,953) (90,879) Net cash used in financing activities (42,313) (122,318) (102,131) - ------------------------------------------------------------------------------ Net increase (decrease) in cash and cash equivalents $ 14,386 $ (685) $ 3,267 ============================================================================== The Company's cash generated from operating activities was $200,365 in 2004. Most of this cash was provided by net income adjusted by depreciation and amortization, the tax benefit realized upon exercise of stock options, accretion on zero coupon contingently convertible senior notes and loss on disposition of property. Increases in deferred income taxes, income taxes payable, other accrued expenses, deferred revenues, other long-term obligations, taxes withheld and accrued and accrued employee benefits and decreases in prepaid expenses were partially offset by decreases in accounts payable and accrued employee compensation and increases in inventories, other assets and receivables. The Company had negative working capital of $39,195 at July 30, 2004 versus negative working capital of $66,880 at August 1, 2003. In the restaurant industry, substantially all sales are either for cash or third-party credit card. Like many other restaurant companies, the Company is able to, and may from time to time, operate with negative working capital. Restaurant inventories purchased through the Company's principal food distributor are on terms of net zero days, while restaurant inventories purchased locally generally are financed from normal trade credit. Retail inventories purchased domestically generally are financed from normal trade credit, while imported retail inventories generally are purchased through letters of credit and wire transfers. These various trade terms are aided by rapid turnover of the restaurant inventory. Employees generally are paid on weekly, bi-weekly or semi-monthly schedules in arrears for hours worked, and certain expenses such as certain taxes and some benefits are deferred for longer periods of time. Capital expenditures (purchase of property and equipment) were $144,611, $120,921 and $96,692 in 2004, 2003 and 2002, respectively. Costs of new locations accounted for the majority of these expenditures. The Company's internally generated cash, along with cash at August 1, 2003, the Company's new operating leases, proceeds from stock option exercises and, for interim periods of time, the Company's available revolver, were sufficient to finance all of its growth, share repurchases and other cash payment obligations in 2004. In 2002, the Company issued $422,050 (face value at maturity) of Notes, maturing on April 2, 2032, and received proceeds totaling approximately $172,756 prior to debt issuance costs. The Notes require no cash interest payments and were issued at a discount representing a yield to maturity of 3.00% per annum. The Notes are redeemable at the Company's option on or after April 3, 2007, and the holders of the Notes may require the Company to redeem the Notes on April 3, 2005, 2007, 2012, 2017, 2022 or 2027, and in certain other circumstances. In addition, each $1 (face value at maturity) Note is convertible into 10.8584 shares of the Company's common stock (approximately 4.6 million shares in the aggregate) if any of the following conditions occur: 1) the closing price of the Company's common stock exceeds a specified price (initially, 120% of the accreted conversion price, and declining .08474% per quarter thereafter to approximately 110% of the accreted conversion price on the last day of the quarter ending January 30, 2032, with a specified price of $48.21 at July 30, 2004); 2) the Company exercises its option to redeem the Notes; 3) the credit rating of the Notes is reduced by Moody's and Standard and Poor's to or below both Ba3 and BB-, respectively; or 4) certain specified corporate events. The accreted conversion price is equal to the issue price of the Note plus accrued original issue discount divided by 10.8584 shares, and was $40.40 per share at July 30, 2004. The Company's closing share price, as reported by Nasdaq, on July 30, 2004 was $33.22. Although the holders of the Notes have the ability to require the Company to repurchase the Notes on April 3, 2005, the Company has classified this debt as long-term due to its intent and ability, in the event of a requirement to repurchase any portion of the Notes by the holders, to refinance this indebtedness on a long-term basis through borrowings under the Revolving Credit Facility. In addition to the many risks and uncertainties listed above, the Company notes a certain specific risk that would have a material impact on future results if it occurred. This risk is the potential effect of a change in accounting rules for convertible debt proposed by the EITF Issue Abstract No. 04-08, that would require the use of "if-converted" accounting for contingently convertible debt regardless of whether the contingency allowing debt holders to convert is met. Under current rules (SFAS No. 128, "Earnings Per Share"), contingently issuable shares should be included as diluted shares outstanding only when the contingency (i.e., when the common stock trades for a specified period of time at or above the specified contingent conversion price, $48.21 as of July 30, 2004) is met. Should the rule change be adopted, the Company would be required, among other things, to include approximately 4.6 million shares in its diluted shares outstanding related to its convertible debt. The likelihood and timing of implementation of the rule change is uncertain. The Company noted that, if implemented, the change would have no economic effect because the terms of the Notes would be unchanged. The Company has not yet determined what response or change in policy, if any, it would make if the new accounting took effect. On February 21, 2003, the Company entered into a new five-year $300,000 Revolving Credit Facility and terminated its previous $250,000 Revolving Credit Facility, which was set to expire on December 31, 2003. The new facility has substantially the same terms as the prior facility; however, there is a slightly more favorable credit spread grid, as well as certain less restrictive covenants. The new $300,000 revolving credit facility will expire on February 21, 2008. At July 30, 2004, the Company had no outstanding borrowings under the Revolving Credit Facility. During 2004, the Company's Board of Directors (the "Board") authorized the repurchase of up to 4 million shares of the Company's common stock under two separate repurchase authorizations. The repurchases are to be made from time to time in the open market at prevailing market prices. The Company completed repurchases of 1,769,300 shares of its common stock for a net expenditure of $69,206, or approximately $39.11 per share. The total 2004 share repurchases were made up of the following: 661,300 shares were repurchased under a repurchase authorization previously in effect at the end of fiscal 2003 and 1,108,000 shares were repurchased under the first 2004 repurchase authorization. The Company presently expects to complete the remaining 892,000 shares of the first repurchase authorization and the 2 million shares of the second repurchase authorization during 2005, although there can be no assurance that such repurchases actually will be completed in that period of time. The Company's principal criteria for share repurchases are that they be accretive to net income per share and that they do not unfavorably affect the Company's investment grade debt rating and target capital structure. During 2004 the Company received proceeds of $50,210 from the exercise of stock options on 2,634,126 shares of its common stock and tax benefit upon exercise of stock options of $12,641. During the first quarter of 2004, the Board approved a quarterly dividend policy declaring a quarterly dividend of $0.11 per common share (an annual equivalent of $0.44 per share), an increase from an annual dividend of $0.02 paid in 2003. The Company paid such dividends of $0.11 per share during the second, third and fourth quarters of 2004. Additionally, on July 29, 2004, the Board declared another dividend of $0.11 per share payable on September 1, 2004 to shareholders of record on August 9, 2004. Additionally, on September 23, 2004, the Board declared a dividend of $0.12 per share payable on November 1, 2004 to shareholders of record on October 8, 2004. This dividend reflects a 9.1% increase from the previous quarterly dividend. The Company estimates that its capital expenditures (purchase of property and equipment) for 2005 will be approximately $160,000 to $165,000, most of which will be related to the acquisition of sites and construction of 25 new Cracker Barrel stores and 18 new Logan's restaurants and openings that will occur after 2005. Management believes that cash at July 30, 2004, along with cash generated from the Company's operating activities, stock option exercises and its available Revolving Credit Facility, will be sufficient to finance its continued operations, its remaining share repurchase authorization, its continued expansion plans and its dividend payments through 2005. At July 30, 2004, the Company had $300,000 available under its Revolving Credit Facility. The Company estimates that it will generate excess cash of approximately $100,000 to $110,000, which it defines as net cash provided by operating activities less cash used for purchase of property and equipment (the most comparable measure under GAAP). The Company intends to use this excess cash along with proceeds from the exercise of stock options in 2005 to apply toward completing its remaining 2,892,000 share repurchase authorization, possible future share repurchase authorizations and dividend payments or other general corporate purposes. Material Commitments For reporting purposes, the schedule of future minimum rental payments required under operating leases, excluding leases for advertising billboards, has been restated to conform the lease term to that used in the straight-line rent calculation as described in Note 2 to the Consolidated Financial Statements, and correct miscellaneous errors due to keying mistakes and summation errors, omission of certain leases and miscalculation of certain lease terms. Although the Company is not currently legally obligated for all optional renewal periods, this method was deemed appropriate under SFAS No. 13, "Accounting for Leases," to be consistent with the lease term used in the straight-line rent calculation. The Company's contractual cash obligations and commitments as of July 30, 2004, are summarized in the tables below: Payments due by Year
2006- 2008- After Total 2005 2007 2009 2009 - ------------------------------------------------------------------------------------------------------------- (As Restated) (As Restated) (As Restated) (As Restated) (As Restated) Convertible debt $ 185,138 -- -- -- $185,138 Revolving credit facility -- -- -- -- -- - ------------------------------------------------------------------------------------------------------------- Long-term Debt (a) 185,138 -- -- -- 185,138 Operating lease base term and exercised options - excluding billboards (b) 439,482 $30,174 $59,318 $59,068 290,922 Operating lease renewal periods not yet exercised - excluding billboard (c) 284,057 -- 563 1,498 281,996 Operating leases for billboards 39,489 20,218 19,162 109 -- Trade letters of credit 7,497 7,497 -- -- -- Capital leases 637 235 359 43 -- Purchase obligations (d) 330,271 253,268 77,003 -- -- - ------------------------------------------------------------------------------------------------------------- Total contractual cash obligations $1,286,571 $311,392 $156,405 $60,718 $758,056 =============================================================================================================
Amount of Commitment Expirations by Year 2006- 2008- After Total 2005 2007 2009 2009 - ------------------------------------------------------------------------------------------------------------- Revolving credit facility $300,000 -- -- $300,000 -- Standby letters of credit 17,830 $17,830 -- -- -- Guarantees (e) 4,473 457 $913 913 $2,190 - ------------------------------------------------------------------------------------------------------------- Total commitments $322,303 $18,287 $913 $300,913 $2,190 =============================================================================================================
(a) The convertible debt was issued at a discount representing a yield to maturity of 3.00% per annum. The $185,138 balance is the accreted carrying value of the debt at July 30, 2004. The convertible debt will continue to accrete at 3.00% per annum and if held to maturity on April 2, 2032 the obligation will total $422,050. Additionally, since the Company had no amounts outstanding under its variable rate Revolving Credit Facility as of July 30, 2004 interest is excluded from the contractual cash obligations table. (b) Includes base lease terms and certain optional renewal periods that have been exercised and are included in the lease term in accordance with SFAS No. 13 (see Note 2). (c) Includes certain optional renewal periods that have not yet been exercised, but are included in the lease term for the straight-line rent calculation, since at the inception of the lease, it is reasonably assured that the Company will exercise those renewal options (see Note 2). (d) Purchase obligations consist of purchase orders for food and retail merchandise; purchase orders for capital expenditures, supplies and other operating needs and other services; and commitments under contracts for maintenance needs and other services. We excluded long-term agreements for services and operating needs that can be cancelled within 60 days without penalty. We included long-term agreements for services and operating needs that can be cancelled with more than 60 days notice without penalty only through the term of the notice. We included long-term agreements for services and operating needs that can be cancelled with a penalty through the entire term of the contract. Due to the uncertainties of seasonal demands and promotional calendar changes, our best estimate of usage for food, supplies and other operating needs and services is ratably over either the notice period or the remaining life of the contract, as applicable, unless we had better information available at the time related to each contract. (e)Consists solely of guarantees associated with properties that have been subleased or assigned. The Company is not aware of any non-performance under these arrangements that would result in the Company having to perform in accordance with the terms of those guarantees. Critical Accounting Policies The Company prepares its Consolidated Financial Statements in conformity with GAAP. The preparation of these financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period (see Note 3 to the Company's Consolidated Financial Statements). Actual results could differ from those estimates. Critical accounting policies are those that management believes are both most important to the portrayal of the Company's 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. The Company bases its estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. The Company considers the following policies to be most critical in understanding the judgments that are involved in preparing its Consolidated Financial Statements. Impairment of Long-Lived Assets and Provision for Asset Dispositions The Company assesses the impairment of identifiable intangibles, long-lived assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the future cash flows expected to be generated by the asset. If the total expected future cash flows were less than the carrying amount of the asset, the carrying amount is written down to the estimated fair value, and a loss resulting from impairment is recognized by a charge to earnings. Judgments and estimates made by the Company related to the expected useful lives of long-lived assets are affected by factors such as changes in economic conditions and changes in operating performance. As the Company assesses the ongoing expected cash flows and carrying amounts of its long-lived assets, these factors could cause the Company to realize a material impairment charge. From time to time the Company has decided to exit from or dispose of certain operating units. Typically such decisions are made based on operating performance or strategic considerations and must be made before the actual costs of proceeds of disposition are known, and management must make estimates of these outcomes. Such outcomes could include the sale of a property or leasehold, mitigating costs through a tenant or subtenant, or negotiating a buyout of a remaining lease term. In these instances management evaluates possible outcomes, frequently using outside real estate and legal advice, and records in the financial statements provisions for the effect of such outcomes. The accuracy of such provisions can vary materially from original estimates, and management regularly monitors the adequacy of the provisions until final disposition occurs. In addition, at least annually, the Company assesses the recoverability of goodwill and other intangible assets related to its restaurant concepts with assistance from an outside expert. The impairment tests require the Company to estimate fair values of its restaurant concepts by making assumptions regarding future cash flows and other factors. This valuation may reflect, among other things, such external factors as capital market valuation for public companies comparable to the operating unit. If these assumptions change in the future, or if operating performance declines, the Company may be required to record impairment charges for these assets and such charges could be material. Insurance Reserves The Company self-insures a significant portion of expected losses under its workers' compensation, general liability and health insurance programs. The Company has purchased insurance for individual claims that exceed $250 for workers' compensation and general liability insurance prior to 2003, but increased this amount to $500 for 2003 and to $1,000 for certain coverages for 2004 going forward. The Company has decided not to purchase such insurance for its primary group health program, but its offered benefits are limited to not more than $1,000 during the lifetime of any employee (including dependents) in the program. The Company records a liability for workers' compensation and general liability for all unresolved claims and for an actuarially determined estimate of incurred but not reported claims at the anticipated cost to the Company as of the end of the Company's third quarter and adjusting it by the actuarially determined losses and actual claims payments for the fourth quarter. Those reserves and losses are determined actuarially from a range of possible outcomes within which no given estimate is more likely than any other estimate. In accordance with SFAS No. 5, "Accounting for Contingencies," the Company records the losses at the low end of that range and discounts them to present value using a risk-free interest rate based on actuarially projected timing of payments. The Company records a liability for its group health program for all unpaid claims based primarily upon a loss development analysis derived from actual group health claims payment experience provided by the Company's third party administrator. The Company's accounting policies regarding insurance reserves include certain actuarial assumptions or management judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these insurance programs. Tax Provision The Company must make estimates of certain items that comprise its income tax provision. These estimates include employer tax credits for items such as FICA taxes paid on employee tip income, Work Opportunity and Welfare to Work, as well as estimates related to certain depreciation and capitalization policies. These estimates are made based on the best available information at the time of the provision and historical experience. The Company files its income tax returns many months after its year end. These returns are subject to audit by various federal and state governments years after the returns are filed and could be subject to differing interpretations of the tax laws. The Company then must assess the likelihood of successful legal proceedings or reach a settlement, either of which could result in material adjustments to the Company's Consolidated Financial Statements and its consolidated financial position. The Internal Revenue Service ("IRS") completed its examination of the Company's federal income tax returns for 1997 through 2001. On August 1, 2002 the Company reached a settlement with the IRS for these tax periods. Adjustments related primarily to temporary or timing differences. The settlement had no material effect on the Company's Consolidated Financial Statements. Additionally, the IRS has examined the Company's federal payroll tax filings for the calendar years ended December 31, 1997 through December 31, 2001. This examination was completed on July 21, 2003 resulting in no adjustment to the payroll taxes originally reported by the Company (see Note 8 to the Company's Consolidated Financial Statements). Legal Proceedings As more fully discussed in Note 10 to the Consolidated Financial Statements, the Company's Cracker Barrel subsidiary, on September 8, 2004, agreed in principle to settle certain litigation alleging violations of the Fair Labor Standards Act as well as allegations of discrimination in employment and public accommodations. The total payment agreed to by Cracker Barrel was $8,720 (including $3,500 accrued in the fourth quarter of 2001), in full satisfaction of all claims, including attorneys' fees and costs. The effects of this charge upon net income and earnings per share in both the fourth quarter of and the entire 2004 year are discussed above. The Company and its subsidiaries are party to other legal proceedings incidental to their business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these other actions will not materially affect the Company's Consolidated Financial Statements. CONSOLIDATED BALANCE SHEET (In thousands except share data) July 30, August 1, Assets 2004 2003 - ------------------------------------------------------------------- (As Restated, (As Restated, see Note 2) see Note 2) Current Assets: Cash and cash equivalents $ 28,775 $ 14,389 Receivables 9,802 9,150 Inventories 141,820 136,020 Prepaid expenses 8,369 8,932 Deferred income taxes 14,274 7,568 - ------------------------------------------------------------------- Total current assets 203,040 176,059 - ------------------------------------------------------------------- Property and Equipment: Land 298,233 273,831 Buildings and improvements 662,682 625,541 Buildings under capital leases 3,289 3,289 Restaurant and other equipment 315,512 331,065 Leasehold improvements 193,859 164,937 Construction in progress 28,739 19,268 - ------------------------------------------------------------------- Total 1,502,314 1,417,931 Less: Accumulated depreciation and amortization of capital leases 383,741 377,616 - ------------------------------------------------------------------- Property and equipment - net 1,118,573 1,040,315 - ------------------------------------------------------------------- Goodwill 93,724 93,724 Other Assets 20,367 17,067 - ------------------------------------------------------------------- Total $1,435,704 $1,327,165 =================================================================== Liabilities and Shareholders' Equity - ------------------------------------------------------------------- Current Liabilities: Accounts payable $ 53,295 $ 82,172 Current maturities of long-term debt and other long-term obligations 189 100 Taxes withheld and accrued 34,539 32,103 Income taxes payable 18,571 8,177 Accrued employee compensation 49,466 50,153 Accrued employee benefits 39,290 38,782 Deferred revenues 19,347 15,634 Other accrued expenses 27,538 15,818 - ------------------------------------------------------------------- Total current liabilities 242,235 242,939 - ------------------------------------------------------------------- Long-term Debt 185,138 186,730 - ------------------------------------------------------------------- Other Long-term Obligations 36,225 30,454 - ------------------------------------------------------------------- Deferred Income Taxes 98,770 77,680 - ------------------------------------------------------------------- Commitments and Contingencies (Note 10) Shareholders' Equity: Preferred stock - 100,000,000 shares of $.01 par value authorized; no shares issued -- -- Common stock - 400,000,000 shares of $.01 par value authorized; 2004 - 48,769,368 shares issued and outstanding; 2003 - 47,872,542 shares issued and outstanding 488 479 Additional paid-in capital 13,982 -- Retained earnings 858,866 788,883 - ------------------------------------------------------------------- Total shareholders' equity 873,336 789,362 - ------------------------------------------------------------------- Total $1,435,704 $1,327,165 =================================================================== See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENT OF INCOME (In thousands except share data) Fiscal years ended July 30, August 1, August 2, 2004 2003 2002 - ----------------------------------------------------------------------- (As Restated, (As Restated, (As Restated, see Note 2) see Note 2) see Note 2) Total revenue $2,380,947 $2,198,182 $2,071,784 Cost of goods sold 785,703 703,915 677,738 - ----------------------------------------------------------------------- Gross profit 1,595,244 1,494,267 1,394,046 - ----------------------------------------------------------------------- Labor & other related expenses 880,617 819,957 777,617 Other store operating expenses 405,139 380,534 354,040 - ----------------------------------------------------------------------- Store operating income 309,488 293,776 262,389 General and administrative 126,501 121,898 115,179 - ----------------------------------------------------------------------- Operating income 182,987 171,878 147,210 Interest expense 8,444 8,892 6,769 Interest income 5 73 -- - ----------------------------------------------------------------------- Income before income taxes 174,548 163,059 140,441 Provision for income taxes 62,663 57,951 49,997 - ----------------------------------------------------------------------- Net income $ 111,885 $ 105,108 $ 90,444 ======================================================================= Net income per share - basic $ 2.29 $ 2.13 $ 1.67 ======================================================================= Net income per share - diluted $ 2.23 $ 2.06 $ 1.61 ======================================================================= Basic weighted average shares outstanding 48,877,306 49,274,373 54,198,845 ======================================================================= Diluted weighted average shares Outstanding 50,369,845 50,998,339 56,090,940 ======================================================================= See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands except share data) Additional Total Common Stock Paid-In Retained Shareholders' Shares Amount Capital Earnings Equity Balances at August 3, 2001 (previously reported) 55,026,846 $550 $149,073 $696,485 $846,108 Prior year adjustment (see Note 2) -- -- -- (2,768) (2,768) - ---------------------------------------------------------------------------------- Balances at August 3, 2001 (As Restated, see Note 2) 55,026,846 550 149,073 693,717 843,340 Cash dividends declared - $.020 per share -- -- -- (1,163) (1,163) Exercise of stock options 2,878,567 29 53,074 -- 53,103 Tax benefit realized upon exercise of stock options -- -- 9,991 -- 9,991 Purchases and retirement of common stock (7,632,954) (76) (212,138) (4,620) (216,834) Net income (As Restated, see Note 2) -- -- -- 90,444 90,444 - ---------------------------------------------------------------------------------- Balances at August 2, 2002 (As Restated, see Note 2) 50,272,459 503 -- 778,378 778,881 Cash dividends declared - $.020 per share -- -- -- (1,043) (1,043) Exercise of stock options 2,938,783 29 59,620 -- 59,649 Tax benefit realized upon exercise of stock options -- -- 13,399 -- 13,399 Purchases and retirement of common stock (5,338,700) (53) (73,019) (93,560) (166,632) Net income (As Restated, see Note 2) -- -- -- 105,108 105,108 - ---------------------------------------------------------------------------------- Balances at August 1, 2003 (As Restated, see Note 2) 47,872,542 479 -- 788,883 789,362 Cash dividends declared - $.33 per share -- -- -- (21,556) (21,556) Exercise of stock options 2,666,126 27 50,183 -- 50,210 Tax benefit realized upon exercise of stock options -- -- 12,641 -- 12,641 Purchases and retirement of common stock (1,769,300) (18) (48,842) (20,346) (69,206) Net income (As Restated, see Note 2) -- -- -- 111,885 111,885 - ---------------------------------------------------------------------------------- Balances at July 30, 2004 (As Restated, see Note 2) 48,769,368 $488 $ 13,982 $858,866 $873,336 ==================================================================================
See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands) Fiscal years ended July 30, August 1, August 2, 2004 2003 2002 - ------------------------------------------------------------------------------------ (As (As (As Restated, Restated, Restated, see Note 2) see Note 2) see Note 2) Cash flows from operating activities: Net income $111,885 $105,108 $ 90,444 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 63,868 64,376 62,759 Loss (gain) on disposition of property and equipment 3,334 903 (781) Accretion on zero-coupon contingently convertible senior notes 5,408 5,254 1,720 Tax benefit realized upon exercise of stock options 12,641 13,399 9,991 Changes in assets and liabilities: Receivables (652) (691) 2,281 Inventories (5,800) (11,327) (8,103) Prepaid expenses 563 2,792 (2,161) Other assets (4,863) (3,136) (813) Accounts payable (28,877) 8,366 17,108 Taxes withheld and accrued 2,436 3,422 (1,153) Income taxes payable 10,394 (7,349) (3,891) Accrued employee compensation (687) 6,691 7,169 Accrued employee benefits 508 5,361 7,871 Deferred revenues 3,712 2,673 3,921 Other accrued expenses 6,356 928 1,848 Other long-term obligations 5,755 4,562 6,322 Deferred income taxes 14,384 39,254 1,745 - ----------------------------------------------------------------------------------- Net cash provided by operating activities 200,365 240,586 196,277 - ----------------------------------------------------------------------------------- Cash flows from investing activities: Purchase of property and equipment (144,611) (120,921) (96,692) Proceeds from sale of property and equipment 945 1,968 5,813 - ----------------------------------------------------------------------------------- Net cash used in investing activities (143,666) (118,953) (90,879) - ----------------------------------------------------------------------------------- Cash flows from financing activities: Proceeds from issuance of long-term debt 150,000 353,200 591,756 Proceeds from exercise of stock options 50,210 59,649 53,103 Principal payments under long-term debt and other long-term obligations (157,125) (366,287) (524,140) Purchases and retirement of common stock (69,206) (166,632) (216,834) Deferred financing costs (1) (1,205) (4,853) Dividends on common stock (16,191) (1,043) (1,163) - ----------------------------------------------------------------------------------- Net cash used in financing activities (42,313) (122,318) (102,131) - ----------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 14,386 (685) 3,267 Cash and cash equivalents, beginning of year 14,389 15,074 11,807 - ----------------------------------------------------------------------------------- Cash and cash equivalents, end of year $ 28,775 $ 14,389 $ 15,074 =================================================================================== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,108 $ 1,604 $ 4,839 Income taxes 26,501 15,229 43,340
See Notes to Consolidated Financial Statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands except share data) 1. Description of the Business CBRL Group, Inc. and its affiliates (collectively, in the Notes, the "Company") are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country Store(R) ("Cracker Barrel") restaurant and retail concept and the Logan's Roadhouse(R) ("Logan's") restaurant concept. Logan's has two non-affiliated area development agreements and accompanying franchise agreements covering development of its concept in all or part of five states. CBRL Group, Inc. Common Stock is traded on The Nasdaq Stock Market (National Market) under the symbol CBRL. 2. Restatement of Financial Statements On February 17, 2005, the Company announced that it was restating certain prior financial results because of changes it made in the way it accounted for leases. The decision to restate was made following a review of its accounting policies that was prompted by views expressed on February 7, 2005 by the staff of the SEC (and similar restatements by numerous other companies in the restaurant, retail and other industries) that indicated that the manner in which the Company had been accounting for leases needed to be corrected. Prior to this review, the Company had believed that its accounting was consistent with generally accepted accounting principles. For purposes of recognizing rental expense, the Company had historically averaged its lease payments over the base term of the lease, excluding the optional renewal periods and initial build-out periods, during which it typically has not been required to make lease payments. For purposes of depreciating leasehold improvements, the Company had historically amortized the amounts over a longer period, including both the base term of the lease and the optional renewal periods. The Company has now determined that the period in which rental expense is recognized on a straight-line, or average, basis should include any pre-opening periods during construction for which the Company is legally obligated under the terms of the lease, and any optional renewal periods, for which at the inception of the lease, it is reasonably assured that the Company will exercise those renewal options. This lease period will be consistent with the period over which leasehold improvements are amortized. As a result, the Company has restated its historical consolidated financial statements for years ended July 30, 2004, August 1, 2003 and August 2, 2002. These effects are summarized below:
CBRL GROUP, INC. CONSOLIDATED STATEMENT OF INCOME (In thousands, except share data) Income Basic Diluted before Basic net Diluted weighted weighted Total Operating income income per net income average average Revenue income taxes Net income share per share shares shares ------- ------ ----- ---------- ----- -------- ------ ------ Year Ended July 30, 2004 As Previously Reported $2,380,947 $185,136 $176,697 $113,262 $2.32 $2.25 48,877,306 50,369,845 Lease Adjustment -- (2,149) (2,149) (1,377) (0.03) (0.02) -- -- ---------- -------- -------- -------- ----- ----- ---------- ---------- As Restated $2,380,947 $182,987 $174,548 $111,885 $2.29 $2.23 48,877,306 50,369,845 ========== ======== ======== ======== ===== ===== ========== ========== Year Ended August 1, 2003 As Previously Reported $2,198,182 $174,081 $165,262 $106,529 $2.16 $2.09 49,274,373 50,998,339 Lease Adjustment -- (2,203) (2,203) (1,421) (0.03) (0.03) -- -- ---------- -------- -------- -------- ----- ------ ---------- ---------- As Restated $2,198,182 $171,878 $163,059 $105,108 $2.13 $2.06 49,274,373 50,998,339 ========== ======== ======== ======== ===== ===== ========== ========== Year Ended August 2, 2002 As Previously Reported $2,071,784 $149,300 $142,531 $ 91,789 $1.69 $1.64 54,198,845 56,090,940 Lease Adjustment -- (2,090) (2,090) (1,345) (0.02) (0.03) -- -- ---------- -------- -------- -------- ----- ----- ---------- ---------- As Restated $2,071,784 $147,210 $140,441 $ 90,444 $1.67 $1.61 54,198,845 56,090,940 ========== ======== ======== ======== ===== ===== ========== ==========
CBRL GROUP, INC. CONSOLIDATED BALANCE SHEET (In thousands) July 30, July 30, August 1, August 1, 2004 2004 2003 2003 ---- ---- ---- ---- (As Previously Lease (As Previously Lease Reported) Adjustment (As Restated) Reported) Adjustment (As Restated) ASSETS Total current assets $ 203,040 $ -- $ 203,040 $ 176,059 $ -- $ 176,059 Net property and equipment 1,118,573 -- 1,118,573 1,040,315 -- 1,040,315 Total other assets 113,249 842 114,091 109,949 842 110,791 ---------- ------- ---------- ---------- ------- ---------- Total assets $1,434,862 $ 842 $1,435,704 $1,326,323 $ 842 $1,327,165 ========== ======= ========== ========== ======= ========== LIABILITIES AND SHAREHOLDERS' EQUITY Total current liabilities $ 246,782 $(4,547) $ 242,235 $ 246,714 $(3,775) $ 242,939 Long-term debt 185,138 -- 185,138 186,730 -- 186,730 Other long-term obligations 122,695 12,300 134,995 97,983 10,151 108,134 Total shareholders' equity 880,247 (6,911) 873,336 794,896 (5,534) 789,362 ---------- ------ ---------- ---------- ------ ---------- Total liabilities and shareholders' equity $1,434,862 $ 842 $1,435,704 $1,326,323 $ 842 $1,327,165 ========== ======= ========== ========== ====== ==========
Certain amounts and disclosures in Notes 3, 8, 10 and 13 have been restated to reflect the restatement adjustments described above. The restatement adjustments did not affect net cash provided by or used in operating, investing or financing activities. 3. Summary Of Significant Accounting Policies GAAP - The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP"). Fiscal year - The Company's fiscal year ends on the Friday nearest July 31st and each quarter consists of thirteen weeks unless noted otherwise. References in these Notes to a year or quarter are to the Company's fiscal year or quarter unless noted otherwise. Principles of consolidation - The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated. Financial instruments - The fair values of cash and cash equivalents, accounts receivable, and accounts payable as of July 30, 2004, approximate their carrying amounts due to their short duration. The carrying value and fair value of the Company's zero-coupon contingently convertible senior notes (the "Notes") in long-term debt at July 30, 2004 were $185,138 and $194,671, respectively. The fair value of the Notes in long-term debt is determined based on market prices using the average of the bid and ask prices as of July 30, 2004. Cash and cash equivalents - The Company's policy is to consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Inventories - Inventories are stated at the lower of cost or market. Cost of restaurant inventory is determined by the first-in, first-out (FIFO) method. Approximately 70% of retail inventories are valued using the retail inventory method and the remaining 30% are valued using an average cost method. Valuation provisions are included for retail inventory obsolescence, returns and amortization of certain items. Start-up costs - Start-up costs of a new store are expensed when incurred. Property and equipment - Property and equipment are stated at cost. For financial reporting purposes, depreciation and amortization on these assets are computed by use of the straight-line and double-declining balance methods over the estimated useful lives of the respective assets, as follows: Years - ------------------------------------------------------------------------------- Buildings and improvements 30-45 Buildings under capital leases 15-25 Restaurant and other equipment 3-10 Leasehold improvements 1-35 - ------------------------------------------------------------------------------- Depreciation expense was $62,304, $62,552 and $61,883 for 2004, 2003 and 2002, respectively. Accelerated depreciation methods are generally used for income tax purposes. Capitalized interest was $615, $463 and $364 for 2004, 2003 and 2002, respectively. Gain or loss is recognized upon disposal of property and equipment, and the asset and related accumulated depreciation and amortization amounts are removed from the accounts. Maintenance and repairs, including the replacement of minor items, are charged to expense, and major additions to property and equipment are capitalized. Impairment of long-lived assets - The Company evaluates for possible impairment of long-lived assets and certain identifiable intangibles to be held and used in the business whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment is determined by comparing estimated undiscounted future operating cash flows to the carrying amounts of assets on a location by location basis. If an impairment exists, the amount of impairment is measured as the sum of the estimated discounted future operating cash flows of such asset and the expected proceeds upon sale of the asset less its carrying amount. If applicable, assets held for sale are reported at the lower of carrying amount or fair value less costs to sell. Operating leases - The Company has ground leases and office space leases that are recorded as operating leases. Most of the leases have rent escalation clauses and some have rent holiday and contingent rent provisions. In accordance with FASB Technical Bulletin ("FTB") No. 85-3, "Accounting for Operating Leases with Scheduled Rent Increases," the liabilities under these leases are recognized on the straight-line basis over the shorter of the useful life, with a maximum of 35 years, or the related lease life. The Company uses a lease life that generally begins on the date that the Company becomes legally obligated under the lease, including the pre-opening period during construction, when in many cases the Company is not making rent payments, and generally extends through certain of the renewal periods that can be exercised at the Company's option, for which at the inception of the lease, it is reasonably assured that the Company will exercise those renewal options. Certain leases provide for rent holidays, which are included in the lease life used for the straight-line rent calculation in accordance with FTB No. 88-1, "Issues Relating to Accounting for Leases." Rent expense and an accrued rent liability are recorded during the rent holiday periods, during which the Company has possession of and access to the property, but is not required or obligated to, and normally does not, make rent payments. Certain leases provide for contingent rent, which 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 sales have been achieved in amounts in excess of the specified levels. The same lease life is used for reporting future minimum lease commitments as is used for the straight-line rent calculation. The Company uses a lease life that extends through certain of the renewal periods that can be exercised at the Company's option. Advertising - The Company expenses the costs of producing advertising the first time the advertising takes place. Net advertising expense was $38,442, $39,782 and $37,423 for 2004, 2003 and 2002, respectively. Insurance - The Company self-insures a significant portion of expected losses under its workers' compensation, general liability and health insurance programs. The Company has purchased insurance for individual claims that exceed $250 for workers' compensation and general liability insurance prior to 2003, but has increased this amount to $500 for 2003 and $1,000 for certain coverages for 2004 going forward. The Company has decided not to purchase such insurance for its primary group health program, but its offered benefits are limited to not more than $1,000 during the lifetime of any employee (including dependents) in the program. The Company records a liability for workers' compensation and general liability for all unresolved claims and for an actuarially determined estimate of incurred but not reported claims at the anticipated cost to the Company as of the end of the Company's third quarter and adjusting it by the actuarially determined losses and actual claims payments for the fourth quarter. The reserves and losses are determined actuarially from a range of possible outcomes within which no given estimate is more likely than any other estimate. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 5, "Accounting for Contingencies," the Company records the losses at the low end of that range and discounts them to present value using a risk-free interest rate based on actuarially projected timing of payments. The Company records a liability for its group health program for all unpaid claims based primarily upon a loss development analysis derived from actual group health claims payment experience provided by the Company's third party administrator. The Company's accounting policies regarding insurance reserves include certain actuarial assumptions or management judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these insurance programs. Goodwill - Goodwill represents the excess of the cost over the net tangible and identifiable intangible assets from the acquisition of Logan's in 1999. Effective August 4, 2001, the Company elected early adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 eliminated the amortization for goodwill and other intangible assets with indefinite lives. Intangible assets with lives restricted by contractual, legal, or other means will continue to be amortized over their useful lives. Goodwill and other intangible assets not subject to amortization are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. SFAS No. 142 requires a two-step process for testing impairment. First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. This valuation may reflect, among other things, such external factors as capital market valuation for public companies comparable to the operating unit. If an impairment is indicated, then the implied fair value of the reporting unit's goodwill is determined by allocating the unit's fair value to its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. The amount of impairment for goodwill and other intangible assets is measured as the excess of its carrying value over its implied fair value. The Company conducted the initial test of the carrying value of its goodwill, as required by SFAS No. 142, during the second quarter of 2002 and concluded that there was no current indication of impairment to goodwill. The Company performed its annual assessment with assistance from an outside expert in the second quarters of 2003 and 2004, and concluded that there was no current indication of impairment. This annual assessment is performed in the second quarter of each year. Additionally, an assessment is performed between annual assessments if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Revenue recognition - The Company records revenue from the sale of products as they are sold. The Company provides for estimated returns based on return history and sales levels. Initial fees received from a franchisee to establish a new franchise are recognized as income when the Company has performed all of its obligations required to assist the franchisee in opening a new franchise restaurant, which is generally upon the opening of that restaurant. Continuing royalties, which are a percentage of net sales of franchised restaurants, are accrued as income when earned. Deferred revenue - Unredeemed gift certificates and cards represent the Company's only liability related to unearned income and are recorded at their expected redemption value. When gift certificates and cards are redeemed, the Company recognizes revenue and reduces the liability. Income taxes - Employer tax credits for FICA taxes paid on employee tip income are accounted for by the flow-through method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 8). Net income per share - Basic net income per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted net income per share reflects the potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock. The Notes had no effect on diluted shares in 2004, 2003 or 2002, since none of the contingencies that would allow conversion had occurred (see Note 5). Outstanding employee and director stock options and restricted stock issued by the Company represent the only dilutive effects reflected in diluted weighted average shares. Comprehensive income - Comprehensive income is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income for 2004, 2003 and 2002 is equal to net income as reported. Stock-based compensation - The Company accounts for its stock based compensation under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations, and has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," (see Note 7) and below is providing disclosures required by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Under APB Opinion No. 25, no stock-based compensation cost is reflected in net income for grants of stock options to employees because the Company grants stock options with an exercise price equal to the market value of the stock on the date of grant. The reported stock-based compensation expense, net of related tax effects, in the table represents the amortization of restricted stock grants to three executive officers of the Company. Had the Company used the alternative fair value based accounting method for stock compensation expense prescribed by SFAS Nos. 123 and 148, the Company's net income and earnings per share for the past three years would have been reduced to the pro-forma amounts illustrated in the following table:
2004 2003 2002 ---- ---- ---- (As Restated, (As Restated, (As Restated, see Note 2) see Note 2) see Note 2) Net income - as reported $111,885 $105,108 $90,444 Add: Total stock-based employee compensation included in reported net income, net of related tax effects 74 298 397 Deduct: Total stock-based compensation expense determined under fair-value based method for all awards, net of tax effects (10,900) (11,496) (12,709) -------- -------- ------- Pro forma, net income $101,059 $ 93,910 $78,132 ======== ======== ======= Net income per share: Basic - as reported $2.29 $2.13 $1.67 ==== ==== ==== Basic - pro forma 2.07 1.91 1.44 ==== ==== ==== Diluted - as reported 2.23 2.06 1.61 ==== ==== ==== Diluted - pro forma 2.01 1.84 1.39 ==== ==== ====
Segment Reporting - The Company accounts for its segment in accordance with SFAS No. 131, "Disclosure About Segments of an Enterprise and Related Information." SFAS No. 131 requires that a public company report annual and interim financial and descriptive information about its reportable operating segments. Operating segments, as defined, are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. SFAS No. 131 allows aggregation of similar operating segments into a single operating segment if the businesses are considered similar under the criteria established by SFAS No. 131. Utilizing these criteria, the Company manages its business on the basis of one reportable operating segment (see Note 9). Derivative instruments and hedging activities - The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," in 2000 and its subsequent amendments, SFAS Nos. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133," and 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities, an Amendment of FASB Statement No. 133," in 2001 and SFAS No. 149, "Amendments of Statement 133 on Derivative Instruments and Hedging Activities," in the fourth quarter of 2003. These statements specify how to report and display derivative instruments and hedging activities. The adoption of these statements did not have a material effect on the Company's Consolidated Financial Statements. During 2004, 2003 and 2002, the Company had no derivative financial instruments that required fair value accounting treatment. The Company is exposed to market risk, such as changes in interest rates and commodity prices. To manage the volatility relating to these exposures, the Company nets the exposures on a consolidated basis to take advantage of natural offsets. For the residual portion, the Company may enter into various derivative financial instruments pursuant to the Company's policies in areas such as counterparty exposure and hedging practices. The Company reviews these derivative financial instruments on a specific exposure basis to support hedge accounting. The changes in fair value of these hedging instruments are offset in part or in whole by the corresponding changes in the fair value or cash flows of the underlying exposures being hedged. The Company does not hold or use derivative financial instruments for trading purposes. The Company's historical practice has been not to enter into derivative financial instruments. The Company's policy has been to manage interest cost using a mix of fixed and variable rate debt (see Notes 5, 10 and 12). Many of the food products purchased by the Company are affected by commodity pricing and are, therefore, subject to price volatility caused by weather, production problems, delivery difficulties and other factors which are outside the control of the Company and generally are unpredictable. Changes in commodity prices would affect the Company and its competitors generally and, depending on terms and duration of supply contracts, sometimes simultaneously. In many cases, the Company believes it will be able to pass through some or much of increased commodity costs by adjusting its menu pricing. From time to time, competitive circumstances or judgments about consumer acceptance of price increases may limit menu price flexibility, and in those circumstances, increases in commodity prices can result in lower margins for the Company as occurred in 2004. Some of the Company's purchase contracts are used to hedge commodity prices and may contain features that could be classified as derivative financial instruments under SFAS Nos. 133, 137, 138 and 149. However, these features that could be classified as derivative financial instruments are exempt from fair value accounting based on the normal purchases exemption. Use of estimates - Management of the Company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods to prepare these Consolidated Financial Statements in conformity with GAAP. Management believes that such estimates have been based on reasonable and supportable assumptions and that the resulting estimates are reasonable for use in the preparation of the Consolidated Financial Statements. Actual results, however, could differ from those estimates. Reclassifications - Certain reclassifications have been made in the 2002 and 2003 financial statements to conform to the classifications used in 2004. The balance sheet at August 1, 2003 and the cash flow statement for 2003 and 2002 reflect certain reclassifications that increased receivables and decreased prepaid expenses. 4. Inventories Inventories were composed of the following at: July 30, August 1, 2004 2003 - ------------------------------------------------------------------------------ Retail $104,148 $101,955 Restaurant 19,800 17,091 Supplies 17,872 16,974 - ------------------------------------------------------------------------------ Total $141,820 $136,020 ============================================================================== 5. Debt Long-term debt consisted of the following at: July 30, August 1, 2004 2003 - -------------------------------------------------------------------------------- $300,000 Revolving Credit Facility payable on or before February 21, 2008 (rate at 2.36% at August 1, 2003) $ -- $ 7,000 3.0% Zero-Coupon Contingently Convertible Senior Notes payable on or before April 2, 2032 185,138 179,730 - -------------------------------------------------------------------------------- Long-term debt $185,138 $186,730 ================================================================================ At July 30, 2004, the Company had no outstanding borrowings under the Revolving Credit Facility, which bears interest, at the Company's election, either at the prime rate or a percentage point spread from LIBOR based on certain financial ratios set forth in the loan agreement. At July 30, 2004, the Company's percentage point spread from LIBOR was 1.25% and will decrease to 1.0% for the first quarter of 2005 then increase to 1.25% in the second quarter of 2005. The percentage point spread from LIBOR for the third and fourth quarters of 2005 remains to be determined. The financial covenants related to the Revolving Credit Facility require that the Company maintain an interest coverage ratio (as defined in the Revolving Credit Facility) of 2.5 to 1.0, a lease adjusted funded debt to total capitalization ratio (as defined in the Revolving Credit Facility) not to exceed 0.5 to 1.0 and a lease adjusted funded debt to EBITDAR (earnings before interest expense, income taxes, depreciation and amortization and rent expense) ratio (as defined in the Revolving Credit Facility) not to exceed 3.0 to 1.0. At July 30, 2004 and August 1, 2003, the Company was in compliance with all of those covenants. In 2002, the Company issued $422,050 (face value at maturity) of Notes, maturing on April 2, 2032, and received proceeds totaling approximately $172,756 prior to debt issuance costs. The Notes require no cash interest payments and were issued at a discount representing a yield to maturity of 3.00% per annum. The Notes are redeemable at the Company's option on or after April 3, 2007, and the holders of the Notes may require the Company to redeem the Notes on April 3, 2005, 2007, 2012, 2017, 2022 or 2027, and in certain other circumstances. Although the holders of the Notes have the ability to require the Company to repurchase the Notes on April 3, 2005, the Company has classified this debt as long-term due to its intent and ability, in the event it were required to repurchase any portion of the Notes, to refinance this indebtedness on a long-term basis through borrowings under the Revolving Credit Facility. In addition, each $1 (face value at maturity) Note is convertible into 10.8584 shares of the Company's common stock (approximately 4.6 million shares in the aggregate) if any of the following conditions occur: 1) the closing price of the Company's common stock exceeds a specified price (initially, 120% of the accreted conversion price, and declining .08474% per quarter thereafter to approximately 110% of the accreted conversion price on the last day of the quarter ending January 30, 2032, with a specified price of $48.21 at July 30, 2004); 2) the Company exercises its option to redeem the Notes; 3) the credit rating of the Notes is reduced by Moody's and Standard and Poor's to or below both Ba3 and BB-, respectively; or 4) certain specified corporate events. The accreted conversion price is equal to the issue price of the Note plus accrued original issue discount divided by 10.8584 shares, and was $40.40 per share at July 30, 2004. The Company's closing share price, as reported by Nasdaq, on July 30, 2004 was $33.22. All subsidiaries of the Company have fully and unconditionally guaranteed on a joint and several basis the obligations under the Revolving Credit Facility and the Notes. Each guarantor is, directly or indirectly, a wholly-owned affiliate of the parent company, CBRL Group, Inc., which has no independent assets or operations. The aggregate maturities of long-term debt subsequent to July 30, 2004 are as follows: Year - -------------------------------------------------------------------------------- 2005 -- 2006 -- 2007 -- 2008 -- 2009 -- 2010 and thereafter $185,138 - -------------------------------------------------------------------------------- Total $185,138 ================================================================================ 6. Common Stock During 2000 two executive officers were granted, respectively, 20,000 and 19,000 restricted shares of the Company's common stock that were to vest over five years. In 2002 one executive officer was granted 48,000 restricted shares of the Company's common stock that were to vest over three years, subject to certain early vesting provisions which did occur and resulted in early vesting at the end of 2003. In 2004, one executive officer was granted 7,500 restricted shares which will vest one-third each year starting three years from the date of the grant. The executive officer granted 19,000 restricted shares in 2000 left the company in 2003 and forfeited 9,500 restricted shares. The Company's compensation expense, net of forfeitures, for these restricted shares was $116, $462 and $616 in 2004, 2003 and 2002, respectively. 7. Stock Compensation Plans The Company's employee compensation plans are administered by the Compensation and Stock Option Committee (the "Committee") of the Board. The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board, which employees will be granted options and other awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise of any awards. On September 26, 2002, the Board approved the CBRL Group 2002 Omnibus Incentive Compensation Plan ("Omnibus Plan") for all employees and non-employee directors of the Company. That Omnibus Plan was subsequently approved by shareholders at the Company's 2002 Annual Shareholders Meeting. The Omnibus Plan allows the Committee to grant awards for an aggregate of 2,500,000 shares of the Company's common stock. The Omnibus Plan authorizes the following types of awards to all eligible participants other than non-employee directors: stock options, stock appreciation rights, stock awards, performance shares, cash bonuses, qualified performance-based awards or any other type of award consistent with the Omnibus Plan's purpose. Under the Omnibus Plan, non-employee directors are granted annually on the day of the Annual Shareholders Meeting an option to purchase 5,000 shares of the Company's common stock with an option price per share of at least 100% of the fair market value of a share of the Company's common stock based on the closing price on the day preceding the day the option is granted. Additionally, non-employee directors newly elected or appointed between the Annual Shareholders Meeting and July 31 of the next year receive an option to purchase 5,000 shares of the Company's common stock with an option price per share of at least 100% of the fair market value of a share of the Company's common stock based on the closing price on the day preceding the day the option is granted. Options granted to date under the Omnibus Plan become exercisable each year on a cumulative basis at a rate of 33% of the total shares covered by the option beginning one year from the date of grant, expiring ten years from the date of grant and are non-transferable. At July 30, 2004, there were 2,108,515 shares of the Company's common stock reserved for issuance under the Omnibus Plan. On May 25, 2000, the Board approved the CBRL Group, Inc. 2000 Non-Executive Stock Option Plan ("Employee Plan") for employees who are not officers or directors of the Company. The Employee Plan allows the Committee to grant options to purchase an aggregate of 4,750,000 shares of the Company's common stock. The option price per share under the Employee Plan must be at least 100% of the fair market value of a share of the Company's common stock based on the closing price on the day preceding the day the option is granted. Options granted to date under the Employee Plan become exercisable each year on a cumulative basis at a rate of 33% of the total shares covered by the option beginning one year from the date of grant, to expire ten years from the date of grant and are non-transferable. At July 30, 2004, there were 159,428 shares of the Company's common stock reserved for issuance under the Employee Plan. The Company also has an Amended and Restated Stock Option Plan (the "Plan") that originally allowed the Committee to grant options to purchase an aggregate of 17,525,702 shares of the Company's common stock. At July 30, 2004, there were 1,519,603 shares of the Company's common stock reserved for issuance under the Plan. The option price per share under the Plan must be at least 100% of the fair market value of a share of the Company's common stock based on the closing price on the day preceding the day the option is granted. Options granted to date under the Plan generally have been exercisable each year on a cumulative basis at a rate of 33% of the total number of shares covered by the option beginning one year from the date of grant, expire ten years from the date of grant and are non-transferable. Beginning in 2000, a long-term incentive award was granted to certain officers, which included stock options. The options granted under this award would vest at the end of five years after the grant (subject to earlier vesting upon accomplishments of specified Company performance goals) and are non-transferable. As of August 1, 2003, options to purchase 261,826 shares of the Company's common stock vested early and options to purchase 255,050 shares vested on July 30, 2004 under the long-term incentive award. The options have a six-month life following confirmation of vesting by the Committee. In 1989, the Board adopted the Cracker Barrel Old Country Store, Inc. 1989 Stock Option Plan for Non-employee Directors ("Directors Plan"). The stock options were granted with an exercise price equal to the fair market value of the Company's common stock as of the date of grant and expire one year from the retirement of the director from the Board. An aggregate of 1,518,750 shares of the Company's common stock were authorized by the Company's shareholders under this plan. Due to the overall plan limit, no shares have been granted under this plan since 1994. A summary of the status of the Company's stock option plans for 2004, 2003 and 2002, and changes during those years follows: (Shares in thousands) 2004 2003 2002 - ----------------------------------------------------------------------------- Weighted- Weighted- Weighted- Average Average Average Fixed Options Shares Price Shares Price Shares Price - ----------------------------------------------------------------------------- Outstanding at beginning of year 7,599 $20.73 9,504 $20.23 10,504 $19.77 Granted 1,146 38.35 1,907 23.85 2,506 20.13 Exercised (2,634) 19.68 (2,922) 20.90 (2,869) 18.67 Forfeited or canceled (294) 23.76 (890) 21.54 (637) 19.33 ----- ----- ----- Outstanding at end of year 5,817 24.52 7,599 20.73 9,504 20.23 ===== ===== ===== Options exercisable at year-end 3,011 20.62 3,696 20.69 5,148 22.58 Weighted-average fair value per share of options granted during the year $14.14 $10.20 $ 9.46 - ----------------------------------------------------------------------------- The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2004, 2003 and 2002: 2004 2003 2002 - ------------------------------------------------------------------------------- Dividend yield range 0.1% - 1.4% 0.1% 0.1% Expected volatility range 22% - 42% 41% - 45% 43% Risk-free interest rate range 1.3% - 4.0% 2.2% - 3.8% 4.0% - 4.9% Expected lives (in years) 1-8 5-8 6 - ------------------------------------------------------------------------------- Expected volatility has been measured based on an average of past daily fluctuations in the share price of the Company's common stock. The following table summarizes information about fixed stock options outstanding at July 30, 2004:
(Shares in thousands) Options Outstanding Options Exercisable - ---------------------------------------------------------------------------------------- Number Weighted-Average Weighted- Number Weighted- Range of Outstanding Remaining Average Exercisable Average Exercise Prices at 7/30/04 Contractual Life Exercise Price at 7/30/04 Exercise Price - ---------------------------------------------------------------------------------------- $ 5.09 - 10.00 38 1.93 $ 7.63 38 $ 7.63 10.01 - 20.00 1,186 5.50 14.94 1,186 14.94 20.01 - 30.00 3,181 6.45 22.83 1,495 23.38 30.01 - 40.00 970 7.37 35.28 292 31.28 40.01 - 41.25 442 9.32 40.26 -- -- ----- ----- $ 5.09 - 41.25 5,817 5.89 24.52 3,011 20.62 ========================================================================================
The Company recognizes a tax deduction, subject to certain limitations imposed by the Internal Revenue Code, upon exercise of non-qualified stock options in an amount equal to the difference between the option price and the fair market value of the common stock on the date the option is exercised. These tax benefits, when realized, are credited to additional paid-in capital. 8. Income Taxes Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred tax liability consisted of the following at: July 30, August 1, 2004 2003 - ------------------------------------------------------------------------------ Deferred tax assets: Financial accruals without economic performance $24,818 $20,252 Other 3,637 8,284 ----------------------------------------------------------------------------- Deferred tax assets 28,455 28,536 ----------------------------------------------------------------------------- Deferred tax liabilities: Excess tax depreciation over book 89,627 72,846 Other 23,324 25,802 ----------------------------------------------------------------------------- Deferred tax liabilities 112,951 98,648 ----------------------------------------------------------------------------- Net deferred tax liability $ 84,496 $70,112 ============================================================================= The Company provided no valuation allowance against deferred tax assets recorded as of July 30, 2004 and August 1, 2003, as the "more-likely-than-not" valuation method determined all deferred assets to be fully realizable in future taxable periods. The components of the provision for income taxes for each of the three years were as follows: 2004 2003 2002 ---------------------------------------------------------------------------- (As Restated, (As Restated, (As Restated, see Note 2) see Note 2) see Note 2) Current: Federal $44,006 $17,214 $45,223 State 4,273 1,483 3,029 Deferred 14,384 39,254 1,745 ---------------------------------------------------------------------------- Total income tax provision $62,663 $57,951 $49,997 ============================================================================ A reconciliation of the provision for income taxes and the amount computed by multiplying the income before the provision for income taxes by the U.S. federal statutory rate of 35% was as follows: 2004 2003 2002 ------------------------------------------------------------------------------ (As Restated, (As Restated, (As Restated, see Note 2) see Note 2) see Note 2) Provision computed at federal statutory income tax rate $61,092 $57,071 $49,154 State and local income taxes, net of federal benefit 5,578 4,399 4,622 Employer tax credits for FICA taxes paid on employee tip income (4,781) (4,323) (3,875) Other-net 774 804 96 ----------------------------------------------------------------------------- Total income tax provision $62,663 $57,951 $49,997 ============================================================================= The Internal Revenue Service ("IRS") has completed its examinations of the Company's federal income tax returns for 1997 through 2001. Additionally, the IRS has completed its examinations of the Company's federal payroll tax filings for the calendar years ended December 31, 1997 through December 31, 2001. 9. Segment Information Cracker Barrel units 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 unit are shared and are indistinguishable in many respects. Likewise, Logan's units are restaurant operations with investment criteria and economic and operating characteristics similar to those of Cracker Barrel. The chief operating decision makers regularly evaluate the Cracker Barrel and Logan's restaurant and retail components in determining how to allocate resources and in assessing performance. Accordingly, the Company manages its business on the basis of one reportable operating segment. All of the Company's operations are located within the United States. The following data are presented in accordance with SFAS No. 131 for all periods presented. 2004 2003 2002 - -------------------------------------------------------------------------------- Net sales in Company-Owned stores: Restaurant $1,892,487 $1,753,361 $1,645,696 Retail 486,433 443,397 424,949 - -------------------------------------------------------------------------------- Total net sales 2,378,920 2,196,758 2,070,645 - -------------------------------------------------------------------------------- Franchise fees and royalties 2,027 1,424 1,139 - -------------------------------------------------------------------------------- Total revenue $2,380,947 $2,198,182 $2,071,784 ================================================================================ 10. Commitments and Contingencies On September 8, 2004, Cracker Barrel agreed in principle to settle certain litigation alleging violations of the Fair Labor Standards Act as well as allegations of discrimination in employment and public accommodations. The total payment agreed by Cracker Barrel was $8,720 (including $3,500 accrued in 2001), in full satisfaction of all claims, including attorneys' fees and costs. The Company and its subsidiaries are parties to other legal proceedings incidental to its business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these other actions will not materially affect the Company's Consolidated Financial Statements. The Company makes trade commitments in the course of its normal operations. As of July 30, 2004 the Company was contingently liable for approximately $7,497 under outstanding trade letters of credit issued in connection with purchase commitments. These letters of credit have terms of three months or less and are used to collateralize obligations to third parties for the purchase of a portion of the Company's imported retail inventories. Additionally, the Company was contingently liable pursuant to standby letters of credit as credit guarantees to insurers. As of July 30, 2004, the Company had $17,830 of standby letters of credit related to workers' compensation and commercial general liability insurance. All standby letters of credit are renewable annually. The Company is secondarily liable for lease payments under the terms of an operating lease that has been assigned to a third party. The operating lease has a remaining life of approximately 9.2 years with annual lease payments of $361. The Company's performance is required only if the assignee fails to perform the obligations as lessee. At this time, the Company has no reason to believe that the assignee will not perform and, therefore, no provision has been made in the accompanying consolidated financial statements for amounts to be paid as a result of non-performance by the assignee. The Company also is secondarily liable for lease payments under the terms of another operating lease that has been sublet to a third party more than one year ago. The operating lease has a remaining life of approximately 12.2 years with annual lease payments of $96. The Company's performance is required only if the sublessee fails to perform the obligations as lessee. The Company has a liability of $447 in the accompanying consolidated financial statements for estimated amounts to be paid in case of non-performance by the sublessee. The Company maintains insurance coverage for various aspects of its business and operations. The Company has elected, however, to retain all or a portion of losses that occur through the use of various deductibles, limits and retentions under its insurance programs. This situation may subject the Company to some future liability for which it is only partially insured, or completely uninsured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of its contracts. See Note 2 for a further discussion of insurance and insurance reserves. As of July 30, 2004, the Company operated 141 Cracker Barrel stores and 51 Logan's Roadhouse restaurants from leased facilities and also leased certain land and advertising billboards (see Note 12). These leases have been classified as either capital or operating leases. The interest rates for capital leases vary from 5% to 17%. Amortization of capital leases is included with depreciation expense. A majority of the Company's lease agreements provide for renewal options and some of these options contain escalation clauses. Additionally, certain store leases provide for percentage lease payments based upon sales volume in excess of specified minimum levels. The following is a schedule by year of future minimum lease payments under capital leases, together with the present value of the minimum lease payments as of July 30, 2004: Year - -------------------------------------------------------------------------------- 2005 $235 2006 235 2007 124 2008 43 2009 -- - -------------------------------------------------------------------------------- Total minimum lease payments 637 Less amount representing interest 81 - -------------------------------------------------------------------------------- Present value of minimum lease payments 556 Less current portion 189 - -------------------------------------------------------------------------------- Long-term portion of capital lease obligations $367 ================================================================================ For reporting purposes, the schedule of future minimum rental payments required under operating leases, excluding leases for advertising billboards, has been restated to conform the lease term to that used in the straight-line rent calculation as described in Note 2, and correct miscellaneous errors due to keying mistakes and summation errors, omission of certain leases and miscalculation of certain lease terms. The following is a schedule by year of the future minimum rental payments required under operating leases, excluding leases for advertising billboards, as of July 30, 2004. Included in the amounts below are optional renewal periods associated with such leases that the Company is currently not legally obligated to exercise; however, it is reasonably assured that the Company will exercise these options. Base term and Renewal periods Year exercised options* not yet exercised** Total - ------------------------------------------------------------------------------- (As Restated, (As Restated, As Restated, see Note 2) see Note 2) see Note 2) 2005 $30,174 $ -- $ 30,174 2006 29,741 206 29,947 2007 29,577 357 29,934 2008 29,578 612 30,190 2009 29,490 886 30,376 Later years 290,922 281,996 572,918 - ------------------------------------------------------------------------------- Total $439,482 $284,057 $723,539 =============================================================================== *Includes base terms and certain optional renewal periods that have been exercised and are included in the lease term in accordance with SFAS No. 13 (see Note 2). **Includes certain optional renewal periods that have not yet been exercised, but are included in the lease term for the straight-line rent calculation. Such optional renewal periods are included because it is reasonably assured by the Company that it will exercise such renewal options (see Note 2). The following is a schedule by year of the future minimum rental payments required under operating leases for advertising billboards as of July 30, 2004: Year - ----------------------------------------------------------------------------- 2005 $20,218 2006 13,604 2007 5,558 2008 109 - ----------------------------------------------------------------------------- Total $39,489 ============================================================================= Rent expense under operating leases, excluding leases for advertising billboards are recognized on a straight-line, or average, basis and include any pre-opening periods during construction for which the Company is legally obligated under the terms of the lease, and any optional renewal periods, for which at the inception of the lease, it is reasonably assured that the Company will exercise those renewal options. This lease period is consistent with the period over which leasehold improvements are amortized. Rent Expense for each of the three years was: Minimum Contingent Total - ------------------------------------------------------------------------------- (As Restated, (As Restated, (As Restated, see Note 2) see Note 2) see Note 2) 2004 $33,111 $852 $33,963 2003 31,084 753 31,837 2002 28,248 776 29,024 - ------------------------------------------------------------------------------- Rent expense under operating leases for billboards for each of the three years was: Minimum Contingent Total - ------------------------------------------------------------------------------- 2004 $23,042 -- $23,042 2003 22,811 -- 22,811 2002 21,442 -- 21,442 - ------------------------------------------------------------------------------- 11. Employee Savings Plans The Company sponsors a qualified defined contribution retirement plan ("Plan I") covering salaried and hourly employees who have completed one year of service and have attained the age of twenty-one. Plan I allows eligible employees to defer receipt of up to 16% of their compensation, as defined in the plan. The Company also sponsors a non-qualified defined contribution retirement plan ("Plan II") covering highly compensated employees, as defined in the plan. Plan II allows eligible employees to defer receipt of up to 50% of their base compensation and 100% of their eligible bonuses, as defined in the plan. Contributions under both Plan I and Plan II may be invested in various investment funds at the employee's discretion. Such contributions, including the Company matching contribution described below, may not be invested in the Company's common stock. The Company matches 25% of employee contributions for each participant in either Plan I or Plan II up to a total of 6% of the employee's compensation. Employee contributions vest immediately while Company contributions vest 20% annually beginning on the participant's first anniversary of employment. In 2004, 2003, and 2002, the Company contributed approximately $1,321, $1,524 and $1,609, respectively, under Plan I and approximately $345, $280 and $203, respectively, under Plan II. At the inception of Plan II, the Company established a Rabbi Trust to fund Plan II obligations. The market value of the trust assets of $12,479 is included in other assets and the liability to Plan II participants of $12,479 is included in other long-term obligations. Company contributions under Plan I and Plan II are recorded as other store operating expenses. 12. Sale-Leaseback On July 31, 2000, Cracker Barrel completed a sale-leaseback transaction involving 65 of its owned units. Under the transaction, the land, buildings and building improvements at the locations were sold for net consideration of $138,325 and were leased back for an initial term of 21 years. Equipment was not included. The leases include specified renewal options for up to 20 additional years and have certain financial covenants related to fixed charge coverage for the leased units. At July 30, 2004 and August 1, 2003, the Company was in compliance with all those covenants. Net rent expense during the initial term is $14,963 annually, and the assets sold and leased back previously had depreciation expense of approximately $2,707 annually. The gain on the sale is being amortized over the initial lease term of 21 years. 13. Quarterly Financial Data (Unaudited) Quarterly financial data for 2004 and 2003 are summarized as follows:
1st Quarter 1st Quarter ----------- ----------- (As Previously Lease (As Restated, Reported) Adjustment see Note 2) 2004 Total revenue $576,365 -- $576,365 Gross profit 390,465 -- 390,465 Income before income taxes 43,794 (481) 43,313 Net income 28,160 (309) 27,851 Net income per share - basic $0.59 (0.01) $0.58 Net income per share - diluted $0.56 (0.01) $0.55 - ---------------------------------------------------------------------------------------------------------------- 2003 Total revenue $527,539 -- $527,539 Gross profit 361,574 -- 361,574 Income before income taxes 35,635 (638) 34,997 Net income 22,985 (412) 22,573 Net income per share - basic $0.46 (0.01) $0.45 Net income per share - diluted $0.45 (0.01) $0.44 - ---------------------------------------------------------------------------------------------------------------- 2nd Quarter 2nd Quarter ----------- ----------- (As Previously Lease (As Restated, Reported) Adjustment see Note 2) 2004 Total revenue $612,801 -- $612,801 Gross profit 399,274 -- 399,274 Income before income taxes 45,381 (553) 44,828 Net income 29,001 (353) 28,648 Net income per share - basic $0.59 (0.01) $0.58 Net income per share - diluted $0.57 (0.01) $0.56 - ---------------------------------------------------------------------------------------------------------------- 2003 Total revenue $563,119 -- $563,119 Gross profit 373,007 -- 373,007 Income before income taxes 38,181 (583) 37,598 Net income 24,626 (376) 24,250 Net income per share - basic $0.50 (0.01) $0.49 Net income per share - diluted $0.48 (0.01) $0.47 - ---------------------------------------------------------------------------------------------------------------- 3rd Quarter 3rd Quarter ----------- ----------- (As Previously Lease (As Restated, Reported) Adjustment see Note 2) 2004 Total revenue $584,282 -- $584,282 Gross profit 393,564 -- 393,564 Income before income taxes 40,845 (572) 40,273 Net income 26,182 (367) 25,815 Net income per share - basic $0.53 -- $0.53 Net income per share - diluted $0.52 (0.01) $0.51 - ---------------------------------------------------------------------------------------------------------------- 2003 Total revenue $527,189 -- $527,189 Gross profit 361,811 -- 361,811 Income before income taxes 36,277 (517) 35,760 Net income 23,399 (333) 23,066 Net income per share - basic $0.48 (0.01) $0.47 Net income per share - diluted $0.46 (0.01) $0.45 - ---------------------------------------------------------------------------------------------------------------- 4th Quarter 4th Quarter* ----------- ------------ (As Previously Lease (As Restated, Reported) Adjustment see Note 2) 2004 Total revenue $607,499 -- $607,499 Gross profit 411,941 -- 411,941 Income before income taxes 46,677 (543) 46,134 Net income 29,919 (348) 29,571 Net income per share - basic $0.61 -- $0.61 Net income per share - diluted $0.60 (0.01) $0.59 - ---------------------------------------------------------------------------------------------------------------- 2003 Total revenue $580,335 -- $580,335 Gross profit 397,875 -- 397,875 Income before income taxes 55,169 (465) 54,704 Net income 35,519 (300) 35,219 Net income per share - basic $0.74 (0.01) $0.73 Net income per share - diluted $0.70 -- $0.70 - ----------------------------------------------------------------------------------------------------------------
*The Company recorded charges of $5,210 before taxes during the quarter ended July 30, 2004, as a result of a settlement in principle of certain previously reported lawsuits against its Cracker Barrel subsidiary (see Note 10). REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of CBRL Group, Inc.: We have audited the accompanying consolidated balance sheets of CBRL Group, Inc. and subsidiaries (the "Company") as of July 30, 2004 and August 1, 2003, and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three fiscal years in the period ended July 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company at July 30, 2004 and August 1, 2003, and the results of its operations and its cash flows for each of the three fiscal years in the period ended July 30, 2004, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 2, the accompanying consolidated financial statements have been restated. /s/Deloitte & Touche LLP Nashville, Tennessee September 23, 2004 (March 30, 2005 as to the effects of the restatement discussed in Note 2)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the  incorporation  by reference in  Registration  Statement  Nos.
2-86602,  33-15775,  33-37567,  33-45482-99,  333-01465,  333-63442,  333-71384,
333-81063  and  333-111364  of CBRL  Group,  Inc.  on Form S-8 and  Registration
Statement Nos. 33-59582, 333-90996-02 and 333-90996-13 on Form S-3 of our report
relating to the financial  statements of CBRL Group,  Inc.  dated  September 23,
2004  (March  30,  2005,  as to the  effects  of Note  2),  which  expresses  an
unqualified  opinion  and  includes  an  explanatory  paragraph  relating  to  a
restatement as discussed in Note 2, appearing in and  incorporated  by reference
in this amended  Annual  Report on Form 10-K/A of CBRL Group,  Inc. for the year
ended July 30, 2004.

/s/ DELOITTE & TOUCHE LLP

Nashville, Tennessee
March 30, 2005




EXHIBIT 31 A                        CERTIFICATION

  I, Michael A. Woodhouse certify that:

     1.  I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of
         CBRL Group, 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) 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)   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

         (c)   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 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.

     Date: March 30, 2005

     /s/ Michael A. Woodhouse
     ------------------------
     Michael A. Woodhouse, Chairman, President and
       Chief Executive Officer






EXHIBIT 31 B                   CERTIFICATION

  I, Lawrence E. White certify that:

     1.  I have reviewed this Amendment No. 1 to Annual Report on Form 10-K/A of
         CBRL Group, 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) 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)   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

         (c)   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 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.


     Date: March 30, 2005

     /s/ Lawrence E. White
     ---------------------
     Lawrence E. White, Senior Vice President, Finance and
       Chief Financial Officer


Exhibit 32 A
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                 PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with Amendment No. 1 to the Annual Report of CBRL Group, Inc. (the
"Issuer") on Form 10-K/A for the fiscal year ended July 30, 2004,  as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Michael A.  Woodhouse,  President  and Chief  Executive  Officer of the  Issuer,
certify,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

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: March 30, 2005                              By: /s/ Michael A. Woodhouse
                                                      ------------------------
                                                      Michael A. Woodhouse,
                                                      Chairman, President and
                                                       Chief Executive Officer







Exhibit 32 B
                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                 PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002


In connection with Amendment No. 1 to the Annual Report of CBRL Group, Inc. (the
"Issuer") on Form 10-K/A for the fiscal year ended July 30, 2004,  as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Lawrence E. White,  Senior Vice  President  and Chief  Financial  Officer of the
Issuer,  certify,  pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

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: March 30, 2005                       By: /s/Lawrence E. White
                                               --------------------
                                               Lawrence E. White,
                                               Senior Vice President, Finance
                                                 and Chief Financial Officer