Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
|
(Address of principal executive offices)
|
(Zip code)
|
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01)
|
|
(Nasdaq Global Select Market)
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
Emerging growth company
|
PART I. FINANCIAL INFORMATION
|
Page
|
|
ITEM 1. Financial Statements (Unaudited)
|
|
|
|
||
3
|
||
|
||
4
|
||
|
||
5
|
||
|
||
7 |
||
|
||
8 |
||
|
||
16
|
||
|
||
28 |
||
|
||
28
|
||
|
||
PART II. OTHER INFORMATION
|
||
|
||
28 |
||
29
|
||
|
||
29 |
ASSETS
|
April 28,
2023
|
July 29,
2022*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment
|
|
|
||||||
Less: Accumulated depreciation and amortization
|
|
|
||||||
Property and equipment – net
|
|
|
||||||
Operating lease right-of-use assets, net
|
|
|
||||||
Goodwill
|
|
|
||||||
Intangible assets
|
|
|
||||||
Other assets
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Taxes withheld and accrued
|
||||||||
Other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Long-term operating lease liabilities
|
|
|
||||||
Other long-term obligations
|
|
|
||||||
Commitments and Contingencies (Note 10)
|
|
|||||||
Shareholders’ Equity:
|
||||||||
Preferred stock –
|
|
|
||||||
Common stock –
|
|
|
||||||
Additional paid-in capital
|
||||||||
Retained earnings
|
|
|
||||||
Total shareholders’ equity
|
|
|
||||||
Total liabilities and shareholders’ equity
|
$
|
|
$
|
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
|
|
|
|
||||||||||||
Labor and other related expenses
|
|
|
|
|
||||||||||||
Other store operating expenses
|
|
|
|
|
||||||||||||
General and administrative expenses
|
|
|
|
|
||||||||||||
Impairment and store closing costs
|
||||||||||||||||
Operating income
|
|
|
|
|
||||||||||||
Interest expense, net
|
|
|
|
|
||||||||||||
Income before income taxes
|
|
|
|
|
||||||||||||
Provision for income taxes (income tax benefit)
|
(
|
)
|
|
|
|
|||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Net income per share:
|
||||||||||||||||
Basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Weighted average shares:
|
||||||||||||||||
Basic
|
|
|
|
|
||||||||||||
Diluted
|
|
|
|
|
Common Stock
|
Additional
Paid-In
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balances at July 29, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Purchases and retirement of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balances at October 28, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Purchases and retirement of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balances at January 27, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
|
|
|
|||||||||||||||
Balances at April 28,
2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Common Stock
|
Additional
Paid-In
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Equity
|
||||||||||||||||
Balances at July 30, 2021
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Cumulative-effect of change in accounting principle, net of taxes
|
( |
) | ( |
) | ||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Balances at October 29, 2021
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||
Purchases and retirement of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balances at January 28, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||
Comprehensive Income:
|
||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|||||||||||||||
Cash dividends declared - $
|
—
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|||||||||||||||
Purchases and retirement of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
Balances at April 29,
2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
Nine Months Ended
|
||||||||
April 28,
2023
|
April 29,
2022
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Amortization of debt issuance costs
|
||||||||
Loss on disposition of property and equipment
|
|
|
||||||
Impairment
|
||||||||
Share-based compensation
|
|
|
||||||
Noncash lease expense
|
|
|
||||||
Amortization of asset recognized from gain on sale and leaseback transactions
|
|
|
||||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
|
(
|
)
|
|||||
Other current assets
|
(
|
)
|
(
|
)
|
||||
Accounts payable
|
(
|
)
|
(
|
)
|
||||
Taxes withheld and accrued
|
( |
) | ||||||
Other current liabilities
|
|
(
|
)
|
|||||
Long-term operating lease liabilities
|
( |
) | ( |
) | ||||
Other long-term assets and liabilities
|
(
|
)
|
(
|
)
|
||||
Net cash provided by operating activities |
|
|
||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
||||
Proceeds from insurance recoveries of property and equipment
|
|
|
||||||
Proceeds from sale of property and equipment
|
|
|
||||||
Acquisition of business, net of cash acquired
|
|
(
|
)
|
|||||
Net cash used in investing activities |
(
|
)
|
(
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt |
||||||||
Taxes withheld from issuance of share-based compensation awards
|
(
|
)
|
(
|
)
|
||||
Principal payments under long-term debt
|
( |
) | ( |
) | ||||
Purchases and retirement of common stock |
( |
) | ( |
) | ||||
Dividends on common stock
|
(
|
)
|
(
|
)
|
||||
Net cash used in financing activities |
(
|
)
|
(
|
)
|
||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents, beginning of period
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
|
$
|
|
||||
Income taxes
|
$
|
|
$
|
|
||||
Supplemental schedule of non-cash investing and financing activities*:
|
||||||||
Capital expenditures accrued in accounts payable
|
$
|
|
$
|
|
||||
Dividends declared but not yet paid
|
$
|
|
$
|
|
1. |
Condensed Consolidated Financial Statements
|
2. |
Fair Value Measurements
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
|||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets**
|
|
|||||||||||||||
Total assets at fair value
|
$
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
|||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets**
|
|
|||||||||||||||
Total assets at fair value
|
$
|
|
*
|
**
|
3. |
Inventories
|
April 28, 2023
|
July 29, 2022
|
|||||||
Retail
|
$
|
|
$
|
|
||||
Restaurant
|
|
|
||||||
Supplies
|
|
|
||||||
Total
|
$
|
|
$
|
|
4. |
Debt
|
April 28, 2023
|
July 29, 2022 | |||||||
Liability component
Principal
|
$
|
|
$ | |||||
Less: Debt issuance costs (1)
|
|
|||||||
Net carrying amount
|
$
|
|
$ |
(1)
|
|
Quarter Ended | Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Coupon interest
|
$ | $ |
$
|
|
$
|
|
||||||||||
Amortization of issuance costs
|
|
|
||||||||||||||
Total interest expense
|
$ |
$ |
$
|
|
$
|
|
5. |
Seasonality
|
6. |
Segment Information
|
7. |
Revenue Recognition
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Retail
|
|
|
|
|
||||||||||||
Total revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
8. |
Leases
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
|
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
||||||||||||
Operating lease cost
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Short term lease cost
|
|
|
|
|
||||||||||||
Variable lease cost
|
|
|
|
|
||||||||||||
Total lease cost
|
$
|
|
$
|
|
$
|
|
$
|
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022 |
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Operating cash flow information:
|
||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Noncash information:
|
||||||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
|
|
||||||||||||
Lease modifications or reassessments increasing or decreasing right-of-use assets
|
|
|
|
|
||||||||||||
Lease modifications removing right-of-use assets
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
April 28, 2023
|
April 29, 2022
|
|||||||
Weighted-average remaining lease term
|
|
|
||||||
Weighted-average discount rate
|
|
%
|
|
%
|
Year
|
Total
|
|||
Remainder of 2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
Thereafter
|
|
|||
Total future minimum lease payments
|
|
|||
Less imputed remaining interest
|
(
|
)
|
||
Total present value of operating lease liabilities
|
$
|
|
9. |
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Net income per share numerator
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Net income per share denominator:
|
||||||||||||||||
Weighted average shares
|
|
|
|
|
||||||||||||
Add potential dilution:
|
||||||||||||||||
Nonvested stock awards and units
|
|
|
|
|
||||||||||||
Diluted weighted average shares
|
|
|
|
|
10. |
Commitments and Contingencies
|
ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
• |
Comparable store restaurant sales increase/(decrease): To calculate comparable store restaurant sales increase/(decrease), we determine total restaurant sales of stores open at least six full quarters before the beginning of the
applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant sales for the current year period from total comparable store restaurant sales for the applicable historical period to calculate the
absolute dollar change. To calculate comparable store restaurant sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant sales for the historical period.
|
• |
Comparable store average restaurant sales: To calculate comparable store average restaurant sales, we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured
on comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable store retail sales increase/(decrease): To calculate comparable store retail sales increase/(decrease), we determine total retail sales of stores open at least six full quarters before the beginning of the applicable
period, measured on comparable calendar weeks. We then subtract total comparable store retail sales for the current year period from total comparable store retail sales for the applicable historical period to calculate the absolute dollar
change. To calculate comparable store retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store retail sales for the historical period.
|
• |
Comparable store retail average weekly sales: To calculate comparable store average retail sales, we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on
comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable restaurant guest traffic increase/(decrease): To calculate comparable restaurant guest traffic increase/(decrease), we determine the number of entrees sold in our dine-in and off-premise business from stores open at least
six full quarters at the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total entrees sold for the current year period from total entrees sold for the applicable historical period to calculate the
absolute numerical change. To calculate comparable restaurant guest traffic increase/(decrease), which we express as a percentage, we divide the absolute numerical change by the total entrees sold for the historical period.
|
• |
Average check increase per guest: To calculate average check per guest, we determine comparable store restaurant sales, as described above, and divide by comparable guest traffic (as described above). We then subtract average check
per guest for the current year period from average check per guest for the applicable historical period to calculate the absolute dollar change. The absolute dollar change is divided by the prior year average check number to calculate
average check increase per guest, which we express as a percentage.
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
|
April 29,
|
April 28,
|
April 29,
|
|||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
31.5
|
31.6
|
33.4
|
31.9
|
||||||||||||
Labor and other related expenses
|
35.8
|
35.9
|
34.7
|
35.1
|
||||||||||||
Other store operating expenses
|
23.6
|
23.6
|
23.1
|
23.0
|
||||||||||||
General and administrative expenses
|
5.4
|
5.0
|
5.3
|
5.1
|
||||||||||||
Impairment and store closing costs
|
1.7
|
—
|
0.5
|
—
|
||||||||||||
Operating income
|
2.0
|
3.9
|
3.0
|
4.9
|
||||||||||||
Interest expense, net
|
0.5
|
0.3
|
0.4
|
0.3
|
||||||||||||
Income before income taxes
|
1.5
|
3.6
|
2.6
|
4.6
|
||||||||||||
Provision for income taxes (income tax benefit)
|
(0.2
|
)
|
0.1
|
0.2
|
0.6
|
|||||||||||
Net income
|
1.7
|
%
|
3.5
|
%
|
2.4
|
%
|
4.0
|
%
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
|
April 29,
|
April 28,
|
April 29,
|
|||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Net change in units:
|
||||||||||||||||
Company-owned – Cracker Barrel
|
(4
|
)
|
—
|
(3
|
)
|
—
|
||||||||||
Company-owned – MSBC
|
—
|
3
|
5
|
4
|
||||||||||||
Units in operation at end of the period:
|
||||||||||||||||
Company-owned – Cracker Barrel
|
661
|
664
|
661
|
664
|
||||||||||||
Company-owned – MSBC
|
56
|
41
|
56
|
41
|
||||||||||||
Total Company-owned units at end of the period
|
717
|
705
|
717
|
705
|
||||||||||||
Franchise – MSBC
|
—
|
7
|
—
|
7
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Revenue in dollars:
|
||||||||||||||||
Restaurant
|
$
|
681,315
|
$
|
632,210
|
$
|
2,061,551
|
$
|
1,903,704
|
||||||||
Retail
|
151,374
|
157,986
|
544,525
|
533,682
|
||||||||||||
Total revenue
|
$
|
832,689
|
$
|
790,196
|
$
|
2,606,076
|
$
|
2,437,386
|
||||||||
Total revenue by percentage relationships:
|
||||||||||||||||
Restaurant
|
81.8
|
%
|
80.0
|
%
|
79.1
|
%
|
78.1
|
%
|
||||||||
Retail
|
18.2
|
%
|
20.0
|
%
|
20.9
|
%
|
21.9
|
%
|
||||||||
Average unit volumes(1):
|
||||||||||||||||
Restaurant
|
$
|
1,003.0
|
$
|
933.8
|
$
|
3,035.3
|
$
|
2,814.6
|
||||||||
Retail
|
228.0
|
237.8
|
819.5
|
803.1
|
||||||||||||
Total revenue
|
$
|
1,231.0
|
$
|
1,171.6
|
$
|
3,854.8
|
$
|
3,617.7
|
||||||||
Comparable store sales increase (decrease)(2):
|
||||||||||||||||
Restaurant
|
7.4
|
%
|
10.9
|
%
|
7.7
|
%
|
18.4
|
%
|
||||||||
Retail
|
(4.6
|
%)
|
9.7
|
%
|
1.6
|
%
|
23.9
|
%
|
||||||||
Restaurant and retail
|
5.0
|
%
|
10.7
|
%
|
6.3
|
%
|
19.6
|
%
|
||||||||
Average check increase
|
10.6
|
%
|
6.2
|
%
|
9.9
|
%
|
6.7
|
%
|
||||||||
Comparable restaurant guest traffic increase (decrease)(2):
|
(3.2
|
%)
|
4.7
|
%
|
(2.2
|
%)
|
11.7
|
%
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Cost of Goods Sold in dollars:
|
||||||||||||||||
Restaurant
|
$
|
186,157
|
$
|
175,937
|
$
|
588,743
|
$
|
515,905
|
||||||||
Retail
|
76,034
|
74,111
|
281,543
|
260,555
|
||||||||||||
Total Cost of Goods Sold
|
$
|
262,191
|
$
|
250,048
|
$
|
870,286
|
$
|
776,460
|
||||||||
Cost of Goods Sold by percentage of revenue:
|
||||||||||||||||
Restaurant
|
27.3
|
%
|
27.8
|
%
|
28.6
|
%
|
27.1
|
%
|
||||||||
Retail
|
50.2
|
%
|
46.9
|
%
|
51.7
|
%
|
48.8
|
%
|
Third Quarter
Increase as a Percentage
of Total Revenue
|
||||
Inventory shrinkage
|
1.9
|
%
|
||
Markdowns
|
1.4
|
%
|
First Nine Months
Increase as a Percentage
of Total Revenue
|
||||
Markdowns
|
2.1
|
%
|
||
Inventory shrinkage
|
0.5
|
%
|
||
Provision for obsolete inventory
|
0.2
|
%
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Labor and related expenses
|
35.8
|
%
|
35.9
|
%
|
34.7
|
%
|
35.1
|
%
|
Third Quarter
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Store management compensation
|
(0.3
|
%)
|
||
Employee health care expense
|
(0.2
|
%)
|
||
Store hourly labor
|
0.3
|
%
|
||
Workers’ compensation expense
|
0.1
|
%
|
First Nine Months
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Employee health care expense
|
(0.3
|
%)
|
||
Store management compensation
|
(0.2
|
%)
|
||
Store hourly labor
|
0.1
|
%
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Other store operating expenses
|
23.6
|
%
|
23.6
|
%
|
23.1
|
%
|
23.0
|
%
|
Third Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Advertising expense
|
0.3
|
%
|
||
Store occupancy costs
|
(0.2
|
%)
|
||
Supplies expense
|
(0.1
|
%)
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
General and administrative expenses
|
5.4
|
%
|
5.0
|
%
|
5.3
|
%
|
5.1
|
%
|
2023
|
||||
Impairment
|
$
|
11,692
|
||
Store closing costs
|
2,198
|
|||
Total
|
$
|
13,890
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Interest expense, net
|
$
|
4,536
|
$
|
2,171
|
$
|
12,476
|
$
|
7,000
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 28,
2023
|
April 29,
2022
|
April 28,
2023
|
April 29,
2022
|
|||||||||||||
Effective tax rate
|
(14.0
|
%)
|
2.7
|
%
|
7.9
|
%
|
12.8
|
%
|
• |
management believes are most important to the accurate portrayal of both our financial condition and operating results, and
|
• |
require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
|
• |
Impairment of Long-Lived Assets
|
• |
Insurance Reserves
|
• |
Retail Inventory Valuation
|
• |
Lease Accounting
|
ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
ITEM 4. |
Controls and Procedures
|
ITEM 1A. |
Risk Factors
|
ITEM 6. |
Exhibits
|
INDEX TO EXHIBITS
|
Exhibit
|
|
3.1
|
Amended and Restated Charter of Cracker Barrel Old Country Store, Inc. (incorporated by
reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed under the Exchange Act on April 10, 2012 (Commission File No. 001-25225)
|
3.2
|
Second Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc.
(incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 7, 2022)
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
Date: June 6, 2023
|
By:
|
/s/Craig A. Pommells
|
Craig A. Pommells, Senior Vice President, Chief Financial Officer and Principal Accounting Officer
|
EXHIBIT 31.1
|
CERTIFICATION
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
EXHIBIT 31.2
|
CERTIFICATION
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Issuer.
|
Date: June 6, 2023
|
By:
|
/s/Sandra B. Cochran
|
Sandra B. Cochran
|
||
President and Chief Executive Officer
|
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: June 6, 2023
|
By:
|
/s/Craig A. Pommells
|
Craig A. Pommells
|
||
Senior Vice President and Chief Financial Officer
|