0001140361-23-009126 | 10-Q | XBRL Viewer | Cracker Barrel OLD Country Store INC

Prepaid expenses and other current assets

187,251

213,249

^[1]

35,515

26,676

^[1]

Total current assets

308,683

317,276

^[1]

Property and equipment

2,346,391

2,309,578

^[1]

Less: Accumulated depreciation and amortization

1,380,826

1,339,969

^[1]

Property and equipment - net

965,565

969,609

^[1]

Operating lease right-of-use assets, net

910,182

933,524

^[1]

Goodwill

4,690

^[1]

Intangible assets

21,173

21,210

^[1]

Other assets

46,414

48,602

^[1]

Total assets

2,256,707

2,294,911

^[1]

Current Liabilities:

Accounts payable

135,473

169,871

^[1]

Taxes withheld and accrued

31,156

60,212

Other current liabilities

304,162

272,241

^[1]

Total current liabilities

470,791

502,324

^[1]

Long-term debt

454,111

423,249

^[1]

Long-term operating lease liabilities

712,056

722,159

^[1]

Other long-term obligations

133,256

135,700

^[1]

Commitments and Contingencies (Note 10)

^[1]

Shareholders' Equity:

Preferred stock - 100,000,000 shares of $0.01 par value authorized; 300,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued

^[1]

Common stock - 400,000,000 shares of $0.01 par value authorized; 22,150,800 shares issued and outstanding at January 27, 2023, and 22,281,443 shares issued and outstanding at July 29, 2022

221

223

^[1]

Retained earnings

486,272

511,256

^[1]

Total shareholders' equity

486,493

511,479

^[1]

Total liabilities and shareholders' equity

$ 2,256,707

$ 2,294,911

^[1]

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of July 29, 2022, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2022.

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jan. 27, 2023	Jul. 29, 2022
Shareholders' Equity:
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	22,150,800	22,281,443
Common stock, shares outstanding (in shares)	22,150,800	22,281,443
Series A Junior Participating Preferred Stock [Member]
Shareholders' Equity:
Preferred stock, shares authorized (in shares)	300,000	300,000

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 27, 2023	Jan. 28, 2022	Jan. 27, 2023	Jan. 28, 2022
CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Abstract]
Total revenue	$ 933,868	$ 862,260	$ 1,773,387	$ 1,647,190
Cost of goods sold (exclusive of depreciation and rent)	326,555	283,641	608,095	526,412
Labor and other related expenses	313,967	296,326	605,675	570,983
Other store operating expenses	208,857	192,166	405,561	375,845
General and administrative expenses	45,518	43,463	91,466	84,373
Operating income	38,971	46,664	62,590	89,577
Interest expense, net	4,408	2,200	7,940	4,829
Income before income taxes	34,563	44,464	54,650	84,748
Provision for income taxes	4,072	6,840	7,030	13,748
Net income	$ 30,491	$ 37,624	$ 47,620	$ 71,000
Net income per share:
Basic (in dollars per share)	$ 1.38	$ 1.61	$ 2.15	$ 3.03
Diluted (in dollars per share)	$ 1.37	$ 1.6	$ 2.14	$ 3.02
Weighted average shares:
Basic (in shares)	22,173,280	23,393,398	22,183,527	23,450,379
Diluted (in shares)	22,251,835	23,462,571	22,272,244	23,528,227

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands

Common Stock [Member]

Additional Paid-In Capital [Member]

Retained Earnings [Member]

Total

Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]

Common Stock [Member]

Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]

Additional Paid-In Capital [Member]

Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]

Retained Earnings [Member]

Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]

Balances at Jul. 30, 2021

$ 235

$ 0

$ 663,398

$ 663,633

$ 0

$ (36,956)

Balances (in shares) at Jul. 30, 2021

23,497,166

$ 0

33,376

33,376

(30,838)

Issuance of share-based compensation awards, net of shares withheld for employee taxes

2,309

$ 0

(2,309)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

22,691

Balances at Oct. 29, 2021

$ 235

628,980

629,215

Balances (in shares) at Oct. 29, 2021

23,519,857

Balances at Jul. 30, 2021

$ 235

663,398

663,633

$ 0

$ (36,956)

Balances (in shares) at Jul. 30, 2021

23,497,166

Balances at Jan. 28, 2022

71,000

$ 232

603,872

604,104

Balances (in shares) at Jan. 28, 2022

23,248,532

Balances at Oct. 29, 2021

$ 235

628,980

629,215

Balances (in shares) at Oct. 29, 2021

23,519,857

$ 0

37,624

37,624

(30,471)

Issuance of share-based compensation awards, net of shares withheld for employee taxes

2,203

$ 0

(237)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

8,339

Purchases and retirement of common stock (in shares)

$ (3)

(1,966)

(32,261)

(34,230)

(279,664)

Balances at Jan. 28, 2022

$ 232

603,872

604,104

Balances (in shares) at Jan. 28, 2022

23,248,532

Balances at Jul. 29, 2022

$ 223

511,256

$ 511,479

^[1]

Balances (in shares) at Jul. 29, 2022

22,281,443

$ 0

17,129

$ 17,129

17,129

(28,689)

Issuance of share-based compensation awards, net of shares withheld for employee taxes

2,422

$ 0

(2,380)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

34,982

Purchases and retirement of common stock (in shares)

$ (1)

(42)

(12,405)

(12,448)

(120,958)

Balances at Oct. 28, 2022

$ 222

487,291

487,513

Balances (in shares) at Oct. 28, 2022

22,195,467

Balances at Jul. 29, 2022

$ 223

511,256

$ 511,479

^[1]

Balances (in shares) at Jul. 29, 2022

22,281,443

Balances at Jan. 27, 2023

$ 47,620

$ 221

486,272

$ 486,493

Balances (in shares) at Jan. 27, 2023

22,150,800

Balances at Oct. 28, 2022

$ 222

487,291

$ 487,513

Balances (in shares) at Oct. 28, 2022

22,195,467

$ 0

30,491

30,491

(29,179)

Issuance of share-based compensation awards, net of shares withheld for employee taxes

2,689

$ 0

(20)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

6,167

Purchases and retirement of common stock (in shares)

$ (1)

(2,669)

(2,331)

(5,001)

(50,834)

Balances at Jan. 27, 2023

$ 221

$ 0

$ 486,272

$ 486,493

Balances (in shares) at Jan. 27, 2023

22,150,800

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of July 29, 2022, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2022.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Jan. 27, 2023	Oct. 28, 2022	Jan. 28, 2022	Oct. 29, 2021
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract]
Cash dividends declared (in dollars per share)	$ 1.3	$ 1.3	$ 1.3	$ 1.3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

6 Months Ended

Jan. 27, 2023

Jan. 28, 2022

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

$ 47,620

$ 71,000

Depreciation and amortization

50,361

51,362

Amortization of debt issuance costs

862

911

Loss on disposition of property and equipment

2,225

2,737

Amortization of asset recognized from gain on sale and leaseback transactions

5,111

4,512

Noncash lease expense

29,845

28,908

6,368

Changes in assets and liabilities:

Taxes withheld and accrued

25,998

(15,563)

Other current assets

(12,567)

(1,375)

Accounts payable

(34,398)

(11,237)

(29,056)

988

Deferred revenues

20,953

26,872

Other current liabilities

11,610

(7,795)

Long-term operating lease liabilities

(23,515)

(28,856)

Other long-term assets and liabilities

(595)

(21,039)

Net cash provided by operating activities

100,822

107,793

Cash flows from investing activities:

Purchase of property and equipment

(48,878)

(30,438)

Proceeds from insurance recoveries of property and equipment

509

675

Proceeds from sale of property and equipment

226

Acquisition of business, net of cash acquired

(1,500)

Net cash used in investing activities

(48,143)

(31,230)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

90,000

Taxes withheld from issuance of share-based compensation awards

(2,400)

(2,546)

Principal payments under long-term debt

(60,049)

(50,049)

Dividends on common stock

(17,449)

(34,230)

(58,482)

(54,622)

Net cash used in financing activities

(48,380)

(141,447)

Net increase (decrease) in cash and cash equivalents

4,299

(64,884)

Cash and cash equivalents, beginning of period

45,105

144,593

Cash and cash equivalents, end of period

49,404

79,709

Cash paid during the period for:

Interest, net of amounts capitalized

5,415

4,704

Income taxes

3,855

4,156

Supplemental schedule of non-cash investing and financing activities:

Capital expenditures accrued in accounts payable

^[1]

3,257

2,352

Dividends declared but not yet paid

^[1]

$ 29,842

$ 30,837

[1]	See Note 8 for additional supplemental disclosures related to leases.

Condensed Consolidated Financial Statements

6 Months Ended

Jan. 27, 2023

Condensed Consolidated Financial Statements [Abstract]

Condensed Consolidated Financial Statements

1.	Condensed Consolidated Financial Statements

Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in these Notes to Condensed Consolidated Financial Statements, the “Company”) are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept.

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) without audit. In the opinion of management, all adjustments (consisting of normal and recurring items) necessary for a fair presentation of such condensed consolidated financial statements have been made. The results of operations for any interim period are not necessarily indicative of results for a full year.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended July 29, 2022 (the “2022 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as described in the 2022 Form 10-K. References to a year in these Notes to Condensed Consolidated Financial Statements are to the Company’s fiscal year unless otherwise noted.

COVID-19 Impact

While all of our dining rooms are currently operating without COVID-19-related restrictions, it is possible that renewed outbreaks or increases in cases and/or new variants of the disease, either as part of a national trend or on a more localized basis, could result in COVID-19-related restrictions including capacity restrictions, otherwise limit our dine-in services, or negatively affect consumer demand.

In response to the COVID-19 pandemic, the Company instituted operational protocols to comply with applicable regulatory requirements to protect the health and safety of employees and guests, and the Company implemented and continually adapted a number of strategies to support the recovery of our business and navigate through the uncertain environment. The Company continues to focus on growing its off-premise business and investing in its digital infrastructure to improve the guest experience in the face of these ongoing challenges.

Fair Value Measurements

6 Months Ended

Jan. 27, 2023

Fair Value Measurements [Abstract]

Fair Value Measurements

2.	Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at January 27, 2023 were as follows:

	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents*	$	26,501	$	—	$	—	$	26,501
Deferred compensation plan assets**								25,201
Total assets at fair value							$	51,702

The Company’s assets measured at fair value on a recurring basis at July 29, 2022 were as follows:

	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents*	$	18,001	$	—	$	—	$	18,001
Deferred compensation plan assets**								27,843
Total assets at fair value							$	45,844

*Consists of money market fund investments.

**Represents plan assets invested in mutual funds established under a rabbi trust for the Company’s non-qualified savings plan and is included in the Condensed Consolidated Balance Sheets as other assets.

The Company did not have any liabilities measured at fair value on a recurring basis at January 27, 2023 and July 29, 2022. The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at January 27, 2023 and July 29, 2022.

The Company’s financial instruments that are not remeasured at fair value include the 0.625% convertible Senior Notes (see Note 4). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2. The estimated fair value of the Notes was $269,625 and $255,894, respectively, as of January 27, 2023 and July 29, 2022.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventories

6 Months Ended

Jan. 27, 2023

Inventories [Abstract]

3.	Inventories

Inventories were comprised of the following at:

	January 27, 2023		July 29, 2022
Retail	$	143,052	$	170,846
Restaurant		26,369		25,284
Supplies		17,830		17,119
Total	$	187,251	$	213,249

Debt

6 Months Ended

Jan. 27, 2023

Debt [Abstract]

Debt

On June 17, 2022, the Company entered into a five-year $700,000 revolving credit facility (the “2022 Revolving Credit Facility”) with substantially the same terms and financial covenants as our previous amended $800,000 revolving credit facility, which it replaced. The 2022 Revolving Credit Facility also contains an option to increase the revolving credit facility by $200,000. The Company’s outstanding borrowings under the 2022 Revolving Credit Facility were $160,000 and $130,000 on January 27, 2023 and July 29, 2022, respectively.

At January 27, 2023, the Company had $31,896 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 10 for more information on the Company’s standby letters of credit). At January 27, 2023, the Company had $508,104 in borrowing availability under the 2022 Revolving Credit Facility.

In accordance with the 2022 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at Term Secured Overnight Financing Rate (SOFR) or prime plus or a rate of 0.5% in excess of the Federal Funds Rate plus an applicable margin based on certain specified financial ratios. At January 27, 2023, the weighted average interest rate on the Company’s outstanding borrowings was 5.96%.

The 2022 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total senior secured leverage ratio and a minimum consolidated interest coverage ratio. At January 27, 2023, the Company was in compliance with all financial covenants under the 2022 Revolving Credit Facility.

The 2022 Revolving Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the 2022 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2022 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total senior secured leverage ratio is 2.75 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 2.75 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four.

Convertible Senior Notes

On June 18, 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625% convertible Senior Notes due in 2026 (the “Notes”). The Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association as the Trustee. The Notes will mature on June 15, 2026, unless earlier converted, repurchased or redeemed. The Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and December 15 of each year.

The Notes are unsecured obligations and do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. In an event of default, the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will consist exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 calendar days during which such event of default has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the principal amount of the Notes.

The initial conversion rate applicable to the Notes was 5.3153 shares of the Company’s common stock per $1,000 principal amount of Notes, which represented an initial conversion price of approximately $188.14 per share of the Company’s common stock, a premium of 25.0% over the last reported sale price of $150.51 per share on June 15, 2021, the date on which the Notes were priced. The conversion rate is subject to customary adjustments upon the occurrence of certain events, including the payment of dividends to holders of the Company’s common stock. As of January 27, 2023, the conversion rate, as adjusted, was 5.7469 shares of the Company’s common stock per $1,000 principal amount of Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Net proceeds from the Notes offering were $291,125, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.

The Notes are accounted for entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs.

The following table includes the outstanding principal amount and carrying value of the Notes as of the periods indicated:

	January 27, 2023		July 29, 2022
Liability component Principal	$	300,000	$	300,000
Less: Debt issuance costs (1)		6,039		6,901
Net carrying amount	$	293,961	$	293,099

(1)

Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.

The effective rate of the Notes over their expected life is 1.23%. The following is a summary of interest expense for the Notes for specified periods:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Coupon interest	$	474	$	474	$	948	$	948
Amortization of issuance costs		431		432		862		911
Total interest expense	$	905	$	906	$	1,810	$	1,859

During any calendar quarter commencing after September 30, 2021, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30 consecutive trading days of the quarter, holders may in the quarter immediately following, convert all or a portion of their Notes. The holders of the Notes were not eligible to convert their Notes during 2023, 2022 or 2021. When a conversion notice is received, the Company has the option to pay or deliver the conversion amount entirely in cash or a combination of cash and shares of the Company’s common stock. Accordingly, as of January 27, 2023, the Company could not be required to settle the Notes and, therefore, the Notes are classified as long-term debt.

Convertible Note Hedge and Warrant Transactions

In connection with the offering of the Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”). Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, which initially was approximately 1,600,000 shares, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).

The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlay the Notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the Notes. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. As of January 27, 2023, the strike price, as adjusted, of the Warrant Transactions was $243.61 per share as a result of dividends declared since the Notes were issued.

The portion of the net proceeds to the Company from the offering of the Notes that was used to pay the premium on the Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $30,310. The net costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to additional paid-in capital on the Company’s Condensed Consolidated Balance Sheet during 2021.

Because these transactions meet certain accounting criteria, the Convertible Note Hedge Transactions and Warrant Transactions were recorded in shareholders’ equity, not accounted for as derivatives and are not remeasured each reporting period.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1C
-Subparagraph (b)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1E
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Seasonality

6 Months Ended

Jan. 27, 2023

Seasonality [Abstract]

Seasonality

5.	Seasonality

Historically, the revenue and net income of the Company have been lower in the first and third quarters and higher in the second and fourth quarters. Management attributes these variations to the holiday shopping season and the summer vacation and travel season. The Company’s retail sales, which are made substantially to the Company’s restaurant customers, historically have been highest in the Company’s second quarter, which includes the holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been higher during the summer months, thereby contributing to higher profits in the Company’s fourth quarter. The Company generally opens additional new locations throughout the year. Therefore, the results of operations for any interim period cannot be considered indicative of the operating results for an entire year. Currently, the Company is not able to predict the impact that future variants of COVID-19 may have on these historical consumer demand patterns or, as a result, on the seasonality of its business generally.

Segment Information

6 Months Ended

Jan. 27, 2023

Segment Information [Abstract]

Segment Information

6.	Segment Information

Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are indistinguishable in many respects. Accordingly, the Company currently manages its business on the basis of one reportable operating segment. All of the Company’s operations are located within the United States.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Revenue Recognition

6 Months Ended

Jan. 27, 2023

Revenue Recognition [Abstract]

Revenue Recognition

7.	Revenue Recognition

Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company’s policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales tax.

Disaggregation of revenue

Total revenue was comprised of the following for the specified periods:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Revenue:
Restaurant	$	718,002	$	656,080	$	1,380,236	$	1,271,494
Retail		215,866		206,180		393,151		375,696
Total revenue	$	933,868	$	862,260	$	1,773,387	$	1,647,190

Restaurant Revenue

The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide food and beverages is satisfied.

Retail Revenue

The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on return history and sales levels.

Gift Card Breakage

Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Condensed Consolidated Statements of Income over the expected redemption period. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote, and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction.

The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption. For the quarter and six months ended January 27, 2023, gift card breakage was $2,183 and $3,488, respectively. For the quarter and six months ended January 28, 2022, gift card breakage was $2,164 and $3,269, respectively.

Deferred revenue related to the Company’s gift cards was $114,478 and $93,569, respectively, at January 27, 2023 and July 29, 2022. Revenue recognized in the Condensed Consolidated Statements of Income for the six months ended January 27, 2023 and January 28, 2022, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $27,507 and $28,809.

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Net Income Per Share and Weighted Average Shares [Abstract]

Leases

6 Months Ended

Jan. 27, 2023

Leases [Abstract]

Leases

The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating leases. Additionally, the Company completed sale-leaseback transactions in 2009, 2020 and 2021 (see section below entitled “Sale and Leaseback Transactions”). To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability.

The Company’s leases all have varying terms and expire at various dates through 2055. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has entered into agreements for real estate leases that are not recorded as right-of-use assets or lease liabilities as we have not yet taken possession. These leases are expected to commence in 2023 and 2024 with undiscounted future payments of $3,232 and $35,255, respectively.

The Company has elected not to separate lease and non-lease components. Additionally, the Company has elected to apply the short term lease exemption to all asset classes and the short term lease expense for the period reasonably reflects the short term lease commitments. As the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the time of commencement or modification date in determining the present value of lease payments. For operating leases that commenced prior to the date of adoption of the new lease accounting guidance, the Company used the incremental borrowing rate as of the adoption date. Assumptions used in determining the Company’s incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data.

The following table summarizes the components of lease cost for operating leases for the quarters and six months ended January 27, 2023 and January 28, 2022:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Operating lease cost	$	27,363	$	27,150	$	54,889	$	54,142
Short term lease cost		2,270		2,058		2,497		2,225
Variable lease cost		844		642		1,954		1,230
Total lease cost	$	30,477	$	29,850	$	59,340	$	57,597

The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for the quarters and six months ended January 27, 2023 as compared to the same periods in the prior year:

	Quarter Ended						Six Months Ended
	January 27, 2023			January 28, 2022			January 27, 2023			January 28, 2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	23,761		$	23,068		$	47,507		$	45,861
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		5,474			4,969			9,465			11,657
Lease modifications or reassessments increasing or decreasing right-of-use assets		4,214			3,039			3,698			6,416
Lease modifications removing right-of-use assets		(214	)		(174	)		(291	)		(336	)

The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of January 27, 2023 and January 28, 2022:

	January 27, 2023			January 28, 2022
Weighted-average remaining lease term	17.22 Years			17.80 Years
Weighted-average discount rate		5.04	%		4.87	%

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of January 27, 2023:

Year	Total
Remainder of 2023	$	46,722
2024		74,439
2025		68,302
2026		65,989
2027		65,070
Thereafter		848,992
Total future minimum lease payments		1,169,514
Less imputed remaining interest		(408,207	)
Total present value of operating lease liabilities	$	761,307

Sale and Leaseback Transactions

In 2009, the Company completed sale-leaseback transactions involving 15 of its owned stores and its retail distribution center. Under the transactions, the land, buildings and improvements at the locations were sold and leased back for terms of 20 and 15 years, respectively. Equipment was not included. The leases include specified renewal options for up to 20 additional years.

On July 29, 2020, the Company entered into an agreement with the original lessor and a third party financier to obtain ownership of 64 of the 65 Cracker Barrel properties previously covered in the original sale and leaseback arrangement and simultaneously entered into a sale and leaseback transaction with the financier for an aggregate purchase price, net of closing costs, of $198,083. The Company purchased the remaining property for approximately $3,200. In connection with this sale and leaseback transaction, the Company entered into lease agreements for each of the properties for initial terms of 20 years and renewal options up to 50 years. The aggregate initial annual rent payment for the properties is approximately $14,379 and includes 1% annual rent increases over the initial lease terms. All the properties qualified for sale and leaseback and operating lease accounting classification and the Company recorded a gain on the sale and leaseback transaction of $69,954 in the fourth quarter of 2020. The Company recorded operating lease right-of-use assets, including a non-cash asset recognized as a part of accounting for the transaction of $79,049, and corresponding operating lease liabilities of $261,698 and $182,649, respectively.

On August 4, 2020, the Company completed a subsequent sale and leaseback transaction involving 62 of its owned Cracker Barrel stores for an aggregate purchase price, net of closing costs, of $146,357. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years. The aggregate initial annual rent payment for the properties is approximately $10,393 and includes 1% annual rent increases over the initial lease terms. All of the properties qualified for sale and leaseback and operating lease accounting classification, and the Company recorded a gain of $217,722 which is recorded in the gain on sale and leaseback transaction line in the Condensed Consolidated Statement of Income in the first quarter of 2021. The Company also recorded operating lease right-of-use assets, including a non-cash asset recognized as part of accounting for the transaction of $175,960, and corresponding operating lease liabilities of $309,624 and $133,663, respectively.

Net Income Per Share and Weighted Average Shares

6 Months Ended

Jan. 27, 2023

Net Income Per Share and Weighted Average Shares

9.	Net Income Per Share and Weighted Average Shares

Basic consolidated net income per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted consolidated net income per share reflects the potential dilution that could occur if securities, options or other contracts to issue shares of common stock were exercised or converted into shares of common stock and is based upon the weighted average number of shares of common stock and common equivalent shares outstanding during the reporting period. Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company represent the only dilutive effects on diluted consolidated net income per share. The Company’s convertible senior notes and related warrants are calculated using the net share settlement option under the if converted method. Because the principal amount of the convertible senior notes will be settled in cash with any excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s common stock during the reporting period did not exceed the conversion price of $176.18 as of January 27, 2023. Warrants were excluded from the computation of diluted earnings per share since the warrants’ strike price of $243.61 was greater than the average market price of the Company’s common stock during the period. See Note 4 for additional information regarding the Company’s convertible senior notes.

The following table reconciles the components of diluted earnings per share computations:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Net income per share numerator	$	30,491	$	37,624	$	47,620	$	71,000

Net income per share denominator:
Weighted average shares		22,173,280		23,393,398		22,183,527		23,450,379
Add potential dilution:
Nonvested stock awards and units		78,555		69,173		88,717		77,848
Diluted weighted average shares		22,251,835		23,462,571		22,272,244		23,528,227

Commitments and Contingencies

6 Months Ended

Jan. 27, 2023

Commitments and Contingencies [Abstract]

Commitments and Contingencies

10.	Commitments and Contingencies

The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these contingencies will not materially affect the Company’s financial statements.

Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of January 27, 2023, the Company had $31,896 of standby letters of credit related to securing reserved claims under workers’ compensation insurance and the July 29, 2020 and August 4, 2020 sale and leaseback transactions. All standby letters of credit are renewable annually and reduce the Company’s borrowing availability under its 2022 Revolving Credit Facility (see Note 4).

The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of business. The Company believes that the probability of incurring an actual liability under such indemnification agreements is sufficiently remote that no such liability has been recorded in the Condensed Consolidated Balance Sheet as of January 27, 2023.

Fair Value Measurements (Tables)

6 Months Ended

Jan. 27, 2023

Fair Value Measurements [Abstract]

Assets Liabilities Measured at Fair Value on a Recurring Basis

The Company’s assets measured at fair value on a recurring basis at January 27, 2023 were as follows:

	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents*	$	26,501	$	—	$	—	$	26,501
Deferred compensation plan assets**								25,201
Total assets at fair value							$	51,702

The Company’s assets measured at fair value on a recurring basis at July 29, 2022 were as follows:

	Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents*	$	18,001	$	—	$	—	$	18,001
Deferred compensation plan assets**								27,843
Total assets at fair value							$	45,844

*Consists of money market fund investments.

Inventories (Tables)

6 Months Ended

Jan. 27, 2023

Inventories [Abstract]

Outstanding Principal Amount and Carrying Value of the Notes

Inventories were comprised of the following at:

	January 27, 2023		July 29, 2022
Retail	$	143,052	$	170,846
Restaurant		26,369		25,284
Supplies		17,830		17,119
Total	$	187,251	$	213,249

Debt (Tables)

6 Months Ended

Jan. 27, 2023

Debt [Abstract]

The following table includes the outstanding principal amount and carrying value of the Notes as of the periods indicated:

	January 27, 2023		July 29, 2022
Liability component Principal	$	300,000	$	300,000
Less: Debt issuance costs (1)		6,039		6,901
Net carrying amount	$	293,961	$	293,099

(1)

Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.

Summary of Interest Expense

The effective rate of the Notes over their expected life is 1.23%. The following is a summary of interest expense for the Notes for specified periods:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Coupon interest	$	474	$	474	$	948	$	948
Amortization of issuance costs		431		432		862		911
Total interest expense	$	905	$	906	$	1,810	$	1,859

Revenue Recognition (Tables)

6 Months Ended

Jan. 27, 2023

Revenue Recognition [Abstract]

Disaggregation of Revenue

Total revenue was comprised of the following for the specified periods:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Revenue:
Restaurant	$	718,002	$	656,080	$	1,380,236	$	1,271,494
Retail		215,866		206,180		393,151		375,696
Total revenue	$	933,868	$	862,260	$	1,773,387	$	1,647,190

Leases (Tables)

6 Months Ended

Jan. 27, 2023

Leases [Abstract]

Components of Lease Cost for Operating Leases

The following table summarizes the components of lease cost for operating leases for the quarters and six months ended January 27, 2023 and January 28, 2022:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Operating lease cost	$	27,363	$	27,150	$	54,889	$	54,142
Short term lease cost		2,270		2,058		2,497		2,225
Variable lease cost		844		642		1,954		1,230
Total lease cost	$	30,477	$	29,850	$	59,340	$	57,597

Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases

	Quarter Ended						Six Months Ended
	January 27, 2023			January 28, 2022			January 27, 2023			January 28, 2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	23,761		$	23,068		$	47,507		$	45,861
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		5,474			4,969			9,465			11,657
Lease modifications or reassessments increasing or decreasing right-of-use assets		4,214			3,039			3,698			6,416
Lease modifications removing right-of-use assets		(214	)		(174	)		(291	)		(336	)

Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases

The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of January 27, 2023 and January 28, 2022:

	January 27, 2023			January 28, 2022
Weighted-average remaining lease term	17.22 Years			17.80 Years
Weighted-average discount rate		5.04	%		4.87	%

Maturities of Undiscounted Cash Flows Reconciled to Total Operating Lease Liability

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of January 27, 2023:

Year	Total
Remainder of 2023	$	46,722
2024		74,439
2025		68,302
2026		65,989
2027		65,070
Thereafter		848,992
Total future minimum lease payments		1,169,514
Less imputed remaining interest		(408,207	)
Total present value of operating lease liabilities	$	761,307

Net Income Per Share and Weighted Average Shares (Tables)

6 Months Ended

Jan. 27, 2023

Net Income Per Share and Weighted Average Shares [Abstract]

Reconciliation of Components of Diluted Earnings per Share Computations

The following table reconciles the components of diluted earnings per share computations:

	Quarter Ended				Six Months Ended
	January 27, 2023		January 28, 2022		January 27, 2023		January 28, 2022
Net income per share numerator	$	30,491	$	37,624	$	47,620	$	71,000

Net income per share denominator:
Weighted average shares		22,173,280		23,393,398		22,183,527		23,450,379
Add potential dilution:
Nonvested stock awards and units		78,555		69,173		88,717		77,848
Diluted weighted average shares		22,251,835		23,462,571		22,272,244		23,528,227

Fair Value Measurements (Details) - USD ($)
$ in Thousands

Jan. 27, 2023

Jul. 29, 2022

Jun. 18, 2021

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Liabilities at fair value

$ 0

0.625% Convertible Senior Notes Due 2026 [Member]

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Interest rate

0.625%

Level 2 [Member] | 0.625% Convertible Senior Notes Due 2026 [Member] | Estimated Fair Value [Member]

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Fair value of notes

$ 269,625

255,894

Recurring [Member]

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Deferred compensation plan assets

^[1]

26,501

18,001

^[2]

25,201

27,843

Total assets at fair value

51,702

45,844

Recurring [Member] | Level 1 [Member]

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Recurring [Member] | Level 2 [Member]

^[1]

26,501

18,001

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Recurring [Member] | Level 3 [Member]

^[1]

Assets Liabilities Measured at Fair Value on a Recurring Basis [Abstract]

Periodic interest payment frequency

^[1]

$ 0

[1]	Consists of money market fund investments.
[2]	Represents plan assets invested in mutual funds established under a rabbi trust for the Company’s non-qualified savings plan and is included in the Condensed Consolidated Balance Sheets as other assets.

Inventories (Details) - USD ($)
$ in Thousands

Jan. 27, 2023

Jul. 29, 2022

Inventories [Abstract]

Retail

$ 143,052

$ 170,846

Restaurant

26,369

25,284

Supplies

17,830

17,119

Total

$ 187,251

$ 213,249

^[1]

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of July 29, 2022, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2022.

Debt, Revolving Credit Facility (Details) - USD ($) $ in Thousands	6 Months Ended
	Jan. 27, 2023	Jul. 29, 2022	Jun. 17, 2022	Jun. 16, 2022
2022 Revolving Credit Facility [Member]
Line of Credit Facility [Abstract]
Line of credit facility, term	5 years
Maximum borrowing capacity			$ 700,000
Option to increase revolving credit facility			$ 200,000
Outstanding borrowings	$ 160,000	$ 130,000
Amount of standby letters of credit	31,896
Remaining borrowing capacity	$ 508,104
Weighted average interest rates	5.96%
Liquidity requirements	$ 100,000
Leverage ratio, maximum	2.75
Dividends threshold	$ 100,000
Multiplier used in calculating aggregate amount of cash dividends on shares of common stock in any fiscal year	4
2022 Revolving Credit Facility [Member] \| Federal Funds Rate [Member]
Line of Credit Facility [Abstract]
Debt instrument, basis spread on variable rate	0.50%
2019 Revolving Credit Facility [Member]
Line of Credit Facility [Abstract]
Maximum borrowing capacity				$ 800,000

Debt, Convertible Senior Notes (Details) - 0.625% Convertible Senior Notes Due 2026 [Member] - USD ($)
$ / shares in Units, $ in Thousands

6 Months Ended

Jun. 18, 2021

Jan. 27, 2023

Jul. 29, 2022

Jun. 15, 2021

Convertible Senior Notes [Abstract]

Interest rate

0.625%

Maturity date

Jun. 15, 2026

semi-annually

Period of special interest to be received in the event of default

180 days

Special interest rate to be received for first 90 days

0.25%

Special Interest rate to be received thereafter

0.50%

Conversion rate of common stock (in shares)

5.3153

5.7469

Debt instrument, converted amount

$ 1,000

Conversion price per share (in dollars per share)

$ 188.14

Common stock premium percentage

25.00%

Sale price per share (in dollars per share)

$ 150.51

Net proceeds from notes offering

291,125

Liability component [Abstract]

Principal

300,000

$ 300,000

Less: Debt issuance costs

^[1]

6,039

6,901

Net carrying amount

$ 293,961

$ 293,099

[1]	Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.

Debt, Summary of Interest Expense (Details) $ in Thousands	3 Months Ended		6 Months Ended
Debt, Summary of Interest Expense (Details) $ in Thousands	Jan. 27, 2023 USD ($)	Jan. 28, 2022 USD ($)	Jan. 27, 2023 USD ($) d	Jan. 28, 2022 USD ($)
Interest Expense [Abstract]
Amortization of issuance costs			$ 862	$ 911
0.625% Convertible Senior Notes Due 2026 [Member]
Interest Expense [Abstract]
Interest rate effective percentage	1.23%	1.23%	1.23%	1.23%
Coupon interest	$ 474	$ 474	$ 948	$ 948
Amortization of issuance costs	431	432	862	911
Total interest expense	$ 905	$ 906	$ 1,810	$ 1,859
Threshold percentage of stock price trigger			130.00%
Threshold trading days \| d			20
Threshold consecutive trading days \| d			30

Debt, Convertible Note Hedge and Warrant Transactions (Details) - Convertible Note Hedge Transactions [Member] $ / shares in Units, $ in Thousands	6 Months Ended
	Jan. 27, 2023 USD ($) $ / shares shares
Convertible Note Hedge and Warrant Transactions [Abstract]
Number of shares of common stock included in Warrant Transactions (in shares) \| shares	1,600,000
Strike price (in dollars per share)	$ 263.39
Adjusted strike price (in dollars per share)	$ 243.61
Portion of net proceeds from offering of Notes used to pay the premium on Convertible Note Hedge Transactions, net of proceeds from Warrant Transactions \| $	$ 30,310

Segment Information (Details)	6 Months Ended
Segment Information (Details)	Jan. 27, 2023 Line Segment
Segment Information [Abstract]
Number of product lines \| Line	2
Number of reportable operating segments \| Segment	1

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Jan. 27, 2023	Jan. 28, 2022	Jan. 27, 2023	Jan. 28, 2022	Jul. 29, 2022
Disaggregation of Revenue [Abstract]
Revenue	$ 933,868	$ 862,260	$ 1,773,387	$ 1,647,190
Gift card breakage	2,183	2,164	3,488	3,269
Deferred revenue related to gift cards	114,478		114,478		$ 93,569
Revenue recognized for redemption of gift cards			27,507	28,809
Restaurant [Member]
Disaggregation of Revenue [Abstract]
Revenue	718,002	656,080	1,380,236	1,271,494
Retail [Member]
Disaggregation of Revenue [Abstract]
Revenue	$ 215,866	$ 206,180	$ 393,151	$ 375,696

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Leases, Summary (Details) $ in Thousands	6 Months Ended
Leases, Summary (Details) $ in Thousands	Jan. 27, 2023 USD ($) Period
Leases [Abstract]
Initial lease term	20 years
Maximum [Member]
Leases [Abstract]
Lease renewal option	50 years
Restaurant [Member]
Leases [Abstract]
Initial lease term	10 years
Lease renewal option	5 years
Undiscounted future payments for leases not yet commenced in 2023 \| $	$ 3,232
Undiscounted future payments for leases not yet commenced in 2024 \| $	$ 35,255
Restaurant [Member] \| Minimum [Member]
Leases [Abstract]
Number of optional renewal periods \| Period	4
Restaurant [Member] \| Maximum [Member]
Leases [Abstract]
Number of optional renewal periods \| Period	5

Leases, Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 27, 2023	Jan. 28, 2022	Jan. 27, 2023	Jan. 28, 2022
Components of Lease Cost for Operating Leases [Abstract]
Operating lease cost	$ 27,363	$ 27,150	$ 54,889	$ 54,142
Short term lease cost	2,270	2,058	2,497	2,225
Variable lease cost	844	642	1,954	1,230
Total lease cost	$ 30,477	$ 29,850	$ 59,340	$ 57,597

Leases, Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jan. 27, 2023	Jan. 28, 2022	Jan. 27, 2023	Jan. 28, 2022
Operating cash flow information [Abstract]
Cash paid for amounts included in the measurement of lease liabilities	$ 23,761	$ 23,068	$ 47,507	$ 45,861
Noncash information [Abstract]
Right-of-use assets obtained in exchange for new operating lease liabilities	5,474	4,969	9,465	11,657
Lease modifications or reassessments increasing or decreasing right-of-use assets	4,214	3,039	3,698	6,416
Lease modifications removing right-of-use assets	$ (214)	$ (174)	$ (291)	$ (336)

Leases, Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases (Details)	Jan. 27, 2023	Jan. 28, 2022
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases [Abstract]
Weighted-average remaining lease term	17 years 2 months 19 days	17 years 9 months 18 days
Weighted-average discount rate	5.04%	4.87%

Leases, Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability (Details) - USD ($) $ in Thousands	Jan. 27, 2023	Aug. 04, 2020
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability [Abstract]
Remainder of 2023	$ 46,722
2024	74,439
2025	68,302
2026	65,989
2027	65,070
Thereafter	848,992
Total future minimum lease payments	1,169,514
Less imputed remaining interest	(408,207)
Total present value of operating lease liabilities	$ 761,307	$ 133,663

Leases, Sale and Leaseback Transactions (Details)
$ in Thousands

6 Months Ended

12 Months Ended

Aug. 04, 2020

USD ($)

Store

Jul. 29, 2020

USD ($)

Store

Jan. 27, 2023

USD ($)

Jul. 31, 2009

Store

Jul. 29, 2022

USD ($)

^[1]

Aggregate purchase price, net of closing costs

20 years

$ 146,357

Aggregate initial annual rent payment for lease properties

$ 10,393

Percentage of increase in annual rental payments in initial terms

1.00%

Gain on sale and leaseback transaction

$ 217,722

Right-of-use assets, non-cash

175,960

Operating lease right-of-use assets

309,624

$ 910,182

$ 933,524

Operating lease liabilities

$ 133,663

$ 761,307

Maximum [Member]

50 years

Owned Stores [Member]

Number of owned stores involved in sale-lease back transactions | Store

Aggregate purchase price, net of closing costs

$ 198,083

Sale-leaseback Transactions in 2009 [Member] | Owned Stores [Member]

Number of owned stores involved in sale-lease back transactions | Store

20 years

Sale-leaseback Transactions in 2009 [Member] | Retail Distribution Center [Member]

20 years

15 years

Sale-leaseback Transactions in 2000 [Member]

20 years

Remaining property purchased

20 years

$ 3,200

Aggregate initial annual rent payment for lease properties

$ 14,379

Percentage of increase in annual rental payments in initial terms

1.00%

Gain on sale and leaseback transaction

$ 69,954

Right-of-use assets, non-cash

79,049

Operating lease right-of-use assets

261,698

Operating lease liabilities

$ 182,649

Sale-leaseback Transactions in 2000 [Member] | Maximum [Member]

Sale-leaseback Transactions in 2000 [Member] | Owned Stores [Member]

50 years