Tennessee
|
62-1749513
|
(State
or Other Jurisdiction
|
(IRS
Employer
|
of
Incorporation or Organization)
|
Identification
No.)
|
Large
accelerated
filer
o
|
Accelerated
filer
x
|
Non-accelerated
filer
o
|
Smaller
reporting
company
o
|
PART
I. FINANCIAL INFORMATION
|
Page
|
||
Item
1
|
|||
·
Condensed
Consolidated Financial Statements (Unaudited)
|
|||
a) Condensed
Consolidated Balance Sheet as of January 29, 2010 and July 31,
2009
|
3
|
||
b) Condensed
Consolidated Statement of Income for the Quarters and Six Months Ended
January 29, 2010 and January 30, 2009
|
4
|
||
c) Condensed
Consolidated Statement of Cash Flows for the Six Months Ended January 29,
2010 and January 30, 2009
|
5
|
||
d) Notes
to Condensed Consolidated Financial Statements
|
6
|
||
Item
2
|
|||
·
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
||
Item
3
|
|||
·
Quantitative
and Qualitative Disclosures About Market Risk
|
27
|
||
Item
4
|
|||
·
Controls
and Procedures
|
27
|
||
PART
II. OTHER INFORMATION
|
|||
Item
1A
|
|||
·
Risk
Factors
|
28
|
||
Item
2
|
|||
·
Unregistered
Sales of Equity Securities and Use of Proceeds
|
28
|
||
Item
5
|
|||
·
Other
Information
|
28
|
||
Item
6
|
|||
·
Exhibits
|
28
|
||
SIGNATURES
|
29
|
January
29,
|
July
31,
|
|||||||
2010
|
2009* | |||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 13,151 | $ | 11,609 | ||||
Accounts
receivable
|
17,692 | 12,730 | ||||||
Income
taxes receivable
|
2,332 | 4,078 | ||||||
Inventories
|
120,859 | 137,424 | ||||||
Prepaid
expenses and other current assets
|
12,421 | 9,193 | ||||||
Deferred
income taxes
|
25,585 | 23,291 | ||||||
Total
current assets
|
192,040 | 198,325 | ||||||
Property
and equipment
|
1,590,027 | 1,572,438 | ||||||
Less:
Accumulated depreciation and amortization of capital
leases
|
595,213 | 570,662 | ||||||
Property
and equipment – net
|
994,814 | 1,001,776 | ||||||
Other
assets
|
50,010 | 45,080 | ||||||
Total
assets
|
$ | 1,236,864 | $ | 1,245,181 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 71,606 | $ | 92,168 | ||||
Current
maturities of long-term debt and other long-term
obligations
|
6,975 | 7,422 | ||||||
Deferred
revenue
|
40,718 | 22,528 | ||||||
Accrued
interest expense
|
10,930 | 10,379 | ||||||
Other
accrued expenses
|
123,247 | 132,465 | ||||||
Total
current liabilities
|
253,476 | 264,962 | ||||||
Long-term
debt
|
595,236 | 638,040 | ||||||
Capital
lease obligations
|
51 | 60 | ||||||
Interest
rate swap liability
|
64,251 | 61,232 | ||||||
Other
long-term obligations
|
95,392 | 89,610 | ||||||
Deferred
income taxes
|
55,371 | 55,655 | ||||||
Commitments
and contingencies (Note 15)
|
||||||||
Shareholders’
equity:
|
||||||||
Preferred
stock – 100,000,000 shares of $.01 par
|
||||||||
value
authorized; no shares issued
|
-- | -- | ||||||
Common
stock – 400,000,000 shares of $.01 par value authorized;
|
||||||||
22,802,610
shares issued and outstanding at January 29, 2010,
|
||||||||
and
22,722,685 shares issued and outstanding at July 31, 2009
|
228 | 227 | ||||||
Additional
paid-in capital
|
16,789 | 12,972 | ||||||
Accumulated
other comprehensive loss
|
(45,361 | ) | (44,822 | ) | ||||
Retained
earnings
|
201,431 | 167,245 | ||||||
Total
shareholders’ equity
|
173,087 | 135,622 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 1,236,864 | $ | 1,245,181 |
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total
revenue
|
$ | 632,616 | $ | 630,182 | $ | 1,213,799 | $ | 1,204,114 | ||||||||
Cost
of goods sold
|
211,898 | 222,493 | 389,369 | 403,850 | ||||||||||||
Gross
profit
|
420,718 | 407,689 | 824,430 | 800,264 | ||||||||||||
Labor
and other related expenses
|
228,594 | 234,118 | 453,354 | 456,551 | ||||||||||||
Impairment
and store closing charges
|
2,263 | -- | 2,263 | -- | ||||||||||||
Other
store operating expenses
|
105,501 | 105,740 | 210,967 | 211,706 | ||||||||||||
Store
operating income
|
84,360 | 67,831 | 157,846 | 132,007 | ||||||||||||
General
and administrative expenses
|
34,975 | 28,558 | 70,476 | 60,176 | ||||||||||||
Operating
income
|
49,385 | 39,273 | 87,370 | 71,831 | ||||||||||||
Interest
expense
|
13,293 | 13,281 | 25,063 | 27,314 | ||||||||||||
Income
before income taxes
|
36,092 | 25,992 | 62,307 | 44,517 | ||||||||||||
Provision
for income taxes
|
10,699 | 7,630 | 18,890 | 13,323 | ||||||||||||
Net
income
|
$ | 25,393 | $ | 18,362 | $ | 43,417 | $ | 31,194 | ||||||||
Net
income per share:
|
||||||||||||||||
Basic
|
$ | 1.11 | $ | 0.82 | $ | 1.90 | $ | 1.39 | ||||||||
Diluted
|
$ | 1.09 | $ | 0.81 | $ | 1.87 | $ | 1.38 | ||||||||
Weighted
average shares:
|
||||||||||||||||
Basic
|
22,831,645 | 22,389,598 | 22,796,846 | 22,369,783 | ||||||||||||
Diluted
|
23,397,279 | 22,597,183 | 23,266,832 | 22,631,754 | ||||||||||||
Dividends
declared per share
|
$ | 0.20 | $ | 0.20 | $ | 0.40 | $ | 0.40 | ||||||||
Six
Months Ended
|
||||||||
January
29,
|
January
30,
|
|||||||
2010
|
2009
|
|||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 43,417 | $ | 31,194 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
and amortization
|
30,499 | 28,938 | ||||||
Loss
on disposition of property and equipment
|
2,033 | 1,790 | ||||||
Impairment
|
2,263 | -- | ||||||
Share-based
compensation
|
5,825 | 3,744 | ||||||
Excess
tax benefit from share-based compensation
|
(1,228 | ) | -- | |||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
(4,962 | ) | 797 | |||||
Income
taxes receivable
|
2,974 | 1,834 | ||||||
Inventories
|
16,565 | 18,196 | ||||||
Prepaid
expenses and other current assets
|
(3,228 | ) | (1,089 | ) | ||||
Accounts
payable
|
(20,562 | ) | (36,969 | ) | ||||
Deferred
revenue
|
18,190 | 13,615 | ||||||
Accrued
interest expense
|
551 | (1,486 | ) | |||||
Other
accrued expenses
|
(9,176 | ) | (13,543 | ) | ||||
Deferred
income taxes
|
(98 | ) | (1,293 | ) | ||||
Other
long-term assets and liabilities
|
3,201 | 4,106 | ||||||
Net
cash provided by operating activities
|
86,264 | 49,834 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(27,550 | ) | (37,444 | ) | ||||
Proceeds
from sale of property and equipment
|
100 | 1,496 | ||||||
Proceeds
from insurance recoveries of property and equipment
|
176 | 74 | ||||||
Net
cash used in investing activities
|
(27,274 | ) | (35,874 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from issuance of long-term debt
|
270,100 | 518,200 | ||||||
Principal
payments under long-term debt and other long-term
obligations
|
(313,360 | ) | (525,265 | ) | ||||
Proceeds
from exercise of share-based compensation awards
|
4,564 | 877 | ||||||
Excess
tax benefit from share-based compensation
|
1,228 | -- | ||||||
Purchases
and retirement of common stock
|
(7,799 | ) | -- | |||||
Deferred
financing costs
|
(2,908 | ) | -- | |||||
Dividends
on common stock
|
(9,273 | ) | (8,615 | ) | ||||
Net
cash used in financing activities
|
(57,448 | ) | (14,803 | ) | ||||
Net
increase (decrease) in cash and cash equivalents
|
1,542 | (843 | ) | |||||
Cash
and cash equivalents, beginning of period
|
11,609 | 11,978 | ||||||
Cash
and cash equivalents, end of period
|
$ | 13,151 | $ | 11,135 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid during the six months for:
|
||||||||
Interest,
excluding interest rate swap payments, net of amounts
capitalized
|
$ | 7,708 | $ | 18,832 | ||||
Interest
rate swap
|
$ | 14,630 | $ | 8,743 | ||||
Income
taxes
|
$ | 16,755 | $ | 10,856 | ||||
Supplemental
schedule of non-cash financing activity:
|
||||||||
Change
in fair value of interest rate swap
|
$ | (3,019 | ) | $ | (23,708 | ) | ||
Change
in deferred tax asset for interest rate swap
|
$ | 2,480 | $ | 6,843 |
1.
|
Condensed Consolidated
Financial Statements
|
2.
|
Summary of Significant
Accounting Policies
|
3.
|
Recent Accounting
Pronouncements
|
4.
|
Fair Value
Measurements
|
Quoted
Prices
in
Active
Markets
for
Identical
Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
Fair
Value as
of
January 29,
2010
|
|||||||||||||
Cash
equivalents*
|
$ | 2,348 | $ | -- | $ | -- | $ | 2,348 | ||||||||
Deferred
compensation plan assets**
|
25,224 | -- | -- | 25,224 | ||||||||||||
Total
assets at fair value
|
$ | 27,572 | $ | -- | $ | -- | $ | 27,572 | ||||||||
Interest
rate swap liability (Note 7)
|
$ | -- | $ | 64,251 | $ | -- | $ | 64,251 | ||||||||
Total
liabilities at fair value
|
$ | -- | $ | 64,251 | $ | -- | $ | 64,251 |
Quoted
Prices
in
Active
Markets
for
Identical
Assets
(Level
1)
|
Significant
Other
Observable
Inputs
(Level
2)
|
Significant
Unobservable
Inputs
(Level
3)
|
Fair
Value as
of
July 31,
2009
|
|||||||||||||
Cash
equivalents*
|
$ | 48 | $ | -- | $ | -- | $ | 48 | ||||||||
Deferred
compensation plan assets**
|
22,583 | -- | -- | 22,583 | ||||||||||||
Total
assets at fair value
|
$ | 22,631 | $ | -- | $ | -- | $ | 22,631 | ||||||||
Interest
rate swap liability (Note 7)
|
$ | -- | $ | 61,232 | $ | -- | $ | 61,232 | ||||||||
Total
liabilities at fair value
|
$ | -- | $ | 61,232 | $ | -- | $ | 61,232 |
5.
|
Inventories
|
January
29,
|
July
31,
|
|||||||
2010
|
2009
|
|||||||
Retail
|
$ | 89,483 | $ | 108,412 | ||||
Restaurant
|
18,722 | 16,782 | ||||||
Supplies
|
12,654 | 12,230 | ||||||
Total
|
$ | 120,859 | $ | 137,424 |
6.
|
Debt
|
January
29,
2010
|
July
31,
2009
|
|||||||
Term
loans payable on or before April 27, 2013
|
$ | 367,861 | $ | 645,000 | ||||
Term
loans payable on or before April 27, 2016
|
233,937 | -- | ||||||
Revolving
Credit Facility
|
-- | -- | ||||||
Note
payable
|
395 | 444 | ||||||
602,193 | 645,444 | |||||||
Current
maturities
|
(6,957 | ) | (7,404 | ) | ||||
Long-term
debt
|
$ | 595,236 | $ | 638,040 |
7.
|
Derivative
Instruments and Hedging
Activities
|
From
May 5, 2009 to May 3, 2010
|
$ | 600,000 | ||
From
May 4, 2010 to May 2, 2011
|
575,000 | |||
From
May 3, 2011 to May 2, 2012
|
550,000 | |||
From
May 3, 2012 to May 3, 2013
|
525,000 |
Balance
Sheet Location
|
January
29,
2010
|
July
31,
2009
|
|||||||
Interest
rate swap (See Note 4)
|
Interest
rate swap liability
|
$ | 64,251 | $ | 61,232 |
Amount
of Loss Recognized in AOCL on Derivative (Effective
Portion)
|
||||||||
Six
Months Ended
|
Year
Ended
|
|||||||
January
29, 2010
|
July
31, 2009
|
|||||||
Cash
flow hedge:
|
||||||||
Interest
rate swap
|
$ | (3,019 | ) | $ | (21,614 | ) |
Location
of Loss
Reclassified
from
AOCL
into Income
(Effective
Portion)
|
Amount
of Loss Reclassified from AOCL into Income
(Effective
Portion)
|
||||||||||||||||
Quarter
Ended
|
Six
Months Ended
|
||||||||||||||||
January
29,
2010
|
January
30,
2009
|
January
29,
2010
|
January
30,
2009
|
||||||||||||||
Cash
flow hedge:
|
|||||||||||||||||
Interest
rate swap
|
Interest
expense
|
$ | 7,799 | $ | 4,391 | $ | 14,630 | $ | 8,743 |
8.
|
Shareholders’
Equity
|
9.
|
Comprehensive
Income
|
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
2010
|
January
30,
2009
|
January
29,
2010
|
January
30,
2009
|
|||||||||||||
Net
income
|
$ | 25,393 | $ | 18,362 | $ | 43,417 | $ | 31,194 | ||||||||
Other
comprehensive income:
|
||||||||||||||||
Change
in fair value of interest rate
swap,
net of tax
|
47 | (15,304 | ) | (539 | ) | (16,865 | ) | |||||||||
Total
comprehensive income
|
$ | 25,440 | $ | 3,058 | $ | 42,878 | $ | 14,329 |
10.
|
Share
Repurchases
|
11.
|
Seasonality
|
12.
|
Segment
Reporting
|
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
2010
|
January
30,
2009
|
January
29,
2010
|
January
30,
2009
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 473,953 | $ | 468,919 | $ | 940,785 | $ | 924,886 | ||||||||
Retail
|
158,663 | 161,263 | 273,014 | 279,228 | ||||||||||||
Total
revenue
|
$ | 632,616 | $ | 630,182 | $ | 1,213,799 | $ | 1,204,114 |
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Net
income per share numerator
|
$ | 25,393 | $ | 18,362 | $ | 43,417 | $ | 31,194 | ||||||||
Net
income per share denominator:
|
||||||||||||||||
Weighted
average shares
|
22,831,645 | 22,389,598 | 22,796,846 | 22,369,783 | ||||||||||||
Add
potential dilution:
|
||||||||||||||||
Stock
options and nonvested stock
and
stock awards
|
565,634 | 207,585 | 469,986 | 261,971 | ||||||||||||
Diluted
weighted average shares
|
23,397,279 | 22,597,183 | 23,266,832 | 22,631,754 |
15.
|
Commitments and
Contingencies
|
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Total
revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost
of goods sold
|
33.5 | 35.3 | 32.1 | 33.5 | ||||||||||||
Gross
profit
|
66.5 | 64.7 | 67.9 | 66.5 | ||||||||||||
Labor
and other related expenses
|
36.1 | 37.1 | 37.3 | 37.9 | ||||||||||||
Impairment
and store closing charges
|
0.4 | -- | 0.2 | -- | ||||||||||||
Other
store operating expenses
|
16.7 | 16.8 | 17.4 | 17.6 | ||||||||||||
Store
operating income
|
13.3 | 10.8 | 13.0 | 11.0 | ||||||||||||
General
and administrative expenses
|
5.5 | 4.6 | 5.8 | 5.0 | ||||||||||||
Operating
income
|
7.8 | 6.2 | 7.2 | 6.0 | ||||||||||||
Interest
expense
|
2.1 | 2.1 | 2.1 | 2.3 | ||||||||||||
Income
before income taxes
|
5.7 | 4.1 | 5.1 | 3.7 | ||||||||||||
Provision
for income taxes
|
1.7 | 1.2 | 1.5 | 1.1 | ||||||||||||
Net
income
|
4.0 | % | 2.9 | % | 3.6 | % | 2.6 | % |
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
74.9 | % | 74.4 | % | 77.5 | % | 76.8 | % | ||||||||
Retail
|
25.1 | 25.6 | 22.5 | 23.2 | ||||||||||||
Total
revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Open
at beginning of period
|
591 | 581 | 588 | 577 | ||||||||||||
Open
during period
|
2 | 4 | 5 | 8 | ||||||||||||
Open
at the end of period
|
593 | 585 | 593 | 585 |
Quarter
Ended
|
Six
Months Ended
|
|||||||||||||||
January
29,
|
January
30,
|
January
29,
|
January
30,
|
|||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 799.3 | $ | 802.7 | $ | 1,591.1 | $ | 1,591.6 | ||||||||
Retail
|
267.6 | 276.1 | 461.8 | 480.5 | ||||||||||||
Total
revenue
|
$ | 1,066.9 | $ | 1,078.8 | $ | 2,052.9 | $ | 2,072.1 |
·
|
management
believes are both most important to the portrayal of 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 and Provision for Asset
Dispositions
|
·
|
Insurance
Reserves
|
·
|
Inventory
Reserves
|
·
|
Tax
Provision
|
·
|
Share-Based
Compensation
|
·
|
Unredeemed
Gift Cards
|
·
|
Legal
Proceedings
|
Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period. Our policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. Additionally, our policy is to issue new shares of common stock to satisfy exercises of share-based compensation awards. |
The fair value of each option award granted was estimated on the date of grant using a binomial lattice-based option valuation model. This model incorporates the following ranges of assumptions: |
· | The expected volatility is a blend of implied volatility based on market-traded options on our stock and historical volatility of our stock over the contractual life of the options. |
· | We use historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected life of options granted is derived from the output of the option valuation model and represents the period of time the options are expected to be outstanding. |
· | The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option. |
· | The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option. |
Unredeemed
Gift Cards
|
Item
1A.
|
Risk Factors
|
There
have been no material changes in the risk factors previously disclosed in
“Item 1A. Risk Factors” of our 2009 Form 10-K.
|
|
Item
2.
|
Unregistered Sales of
Equity Securities and Use of
Proceeds
|
Period
|
Total
Number
of
Shares
Purchased
|
Average
Price
Paid
Per
Share
(1)
|
Total
Number of
Shares
Purchased
as
Part
of Publicly
Announced
Plans
or
Programs
|
Maximum
Number of
Shares
that May Yet Be
Purchased
Under the
Plans
or Programs
|
|||||||||
10/31/09
– 11/27/09
|
-- | -- | -- |
Indeterminate
(2)
|
|||||||||
11/28/09
– 12/25/09
|
27,000 | $ | 39.05 | 27,000 |
Indeterminate
(2)
|
||||||||
12/26/09
– 1/29/10
|
178,000 | $ | 37.89 | 178,000 |
Indeterminate
(2)
|
||||||||
Total
for the quarter
|
205,000 | $ | 38.04 | 205,000 |
Indeterminate
(2)
|
(1)
|
Average
price paid per share is calculated on a settlement basis and includes
commissions and fees.
|
(2)
|
Subject
to a maximum amount of $65,000 that may be expended, during 2010, we have
been authorized, and intend, to repurchase shares to offset share dilution
that might result from employee option exercises or employee share
issuance. See Note 7 to our Consolidated Financial Statements
contained in the 2009 Form 10-K.
|
Item
5.
|
Other
Information
|
Item
6.
|
Exhibits
|
See
Exhibit Index immediately following the signature page
hereto.
|
CRACKER
BARREL OLD COUNTRY STORE, INC.
|
|||
Date:
3/9/10
|
By:
|
/s/Sandra B. Cochran |
|
Sandra
B. Cochran, Executive Vice President and
|
|||
Chief
Financial Officer
|
|||
Date:
3/9/10
|
By:
|
/s/Patrick A. Scruggs |
|
Patrick
A. Scruggs, Vice President, Accounting and Tax
|
|||
and
Chief Accounting Officer
|
Exhibit No.
|
Description
|
10.1
|
Second
Amendment to the Credit Agreement, dated as of November 6, 2009, among
Cracker Barrel Old Country Store, the Guarantors identified on the
signature pages hereto, the Lenders party hereto, Wachovia Bank, National
Association, as Administrative Agent, and Wells Fargo Securities, LLC,
Banc of America Securities, LLC and SunTrust Robinson Humphrey, Inc. as
the joint lead arrangers and joint bookrunners, incorporated by reference
to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated November
6, 2009 and filed with the Commission on November 10,
2009
|
10.2
|
The
Company’s 2002 Omnibus Incentive Compensation Plan (as amended through
December 2, 2009)
|
31
|
Rule
13a-14(a)/15d-14(a) Certifications
|
32
|
Section
1350 Certifications
|
1. | PURPOSE . |
2. | DEFINITIONS . |
3.
|
ADMINISTRATION
.
|
4.
|
ELIGIBILITY
.
|
5.
|
NUMBER OF SHARES
AVAILABLE
.
|
6.
|
EFFECTIVE DATE;
TERM
.
|
7.
|
PARTICIPATION
.
|
8. | STOCK OPTIONS . |
9. | STOCK APPRECIATION RIGHTS . |
10. | STOCK AWARDS . |
11. | PERFORMANCE SHARES . |
12. | PLAN CASH BONUSES . |
13. | PERFORMANCE GOALS FOR CERTAIN SECTION 162(m) AWARDS . |
|
(1)
|
return
on capital, equity, or assets (including economic value
created),
|
|
(2)
|
productivity,
|
|
(3)
|
cost
improvements,
|
|
(4)
|
cash
flow,
|
|
(5)
|
sales
revenue growth,
|
|
(6)
|
net
income, earnings per share, or earnings from
operations,
|
|
(7)
|
quality,
|
|
(8)
|
customer
satisfaction,
|
|
(9)
|
comparable
store sales,
|
|
(10)
|
stock
price or total shareholder return;
|
|
(11)
|
satisfaction
of specified business expansion
goals;
|
|
(12)
|
diversity
goals;
|
|
(13)
|
turnover;
|
|
(14)
|
specified
objective social goals;
|
|
(15)
|
hiring
or retention of high-potential employees or
executives;
|
|
(16)
|
growth
in locations; or
|
|
(17)
|
brand
positioning goals.
|
14. | PAYMENT OF AWARDS . |
15. | DIVIDEND AND DIVIDEND EQUIVALENTS . |
16. | DEFERRAL OF AWARDS . |
17. | TERMINATION OF EMPLOYMENT . |
18. | NO ASSIGNMENT . |
19. | CAPITAL ADJUSTMENTS . |
20. | WITHHOLDING TAXES . |
21. | NONCOMPETITION; CONFIDENTIALITY . |
22. | REGULATORY APPROVALS AND LISTINGS . |
23. | PLAN AMENDMENT . |
24. | AWARD AMENDMENTS . |
25. | GOVERNING LAW . |
26. | CHANGE IN CONTROL . |
27. | AWARDS TO OUTSIDE DIRECTORS . |
28. | NO RIGHT TO EMPLOYMENT OR PARTICIPATION . |
29. | NO RIGHT, TITLE OR INTEREST IN COMPANY ASSETS . |
30. | SECURITIES LAWS . |
31. | REQUIRED WRITTEN REPRESENTATIONS . |
32. | NON-EXCLUSIVE ARRANGEMENT . |
33. | LIMITS ON LIABILITY AND INDEMNIFICATION . |
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.
|
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: March 9, 2010 | By: | /s/Michael A. Woodhouse |
Michael A. Woodhouse, | ||
Chairman, 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: March 9, 2010 | By: | /s/Sandra B. Cochran |
Sandra B. Cochran, | ||
Executive Vice President and Chief Financial Officer |