☒
|
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
|
Tennessee
|
62‑0812904
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
305 Hartmann Drive
Lebanon, Tennessee
|
37087-4779
|
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer
☑
|
Accelerated filer
☐
|
Non-accelerated filer
☐
|
Smaller reporting company
☐
|
Emerging growth company
☐
|
PART I. FINANCIAL INFORMATION
|
Page
|
ITEM 1. Condensed Consolidated
Financial Statements (Unaudited)
|
|
3
|
|
4
|
|
5
|
|
6
|
|
7
|
|
18
|
|
30
|
|
30
|
|
PART II. OTHER INFORMATION
|
|
30
|
|
31
|
|
33
|
|
34
|
ITEM 1.
|
Financial Statements
|
ASSETS
|
April 27,
2018
|
July 28,
2017*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
174,294
|
$
|
161,001
|
||||
Accounts receivable
|
18,630
|
18,116
|
||||||
Income taxes receivable
|
2,719
|
4,265
|
||||||
Inventories
|
156,991
|
156,367
|
||||||
Prepaid expenses and other current assets
|
17,441
|
16,047
|
||||||
Deferred income taxes
|
--
|
3,061
|
||||||
Total current assets
|
370,075
|
358,857
|
||||||
Property and equipment
|
2,173,687
|
2,093,448
|
||||||
Less: Accumulated depreciation and amortization of capital leases
|
1,046,847
|
995,351
|
||||||
Property and equipment – net
|
1,126,840
|
1,098,097
|
||||||
Other assets
|
71,416
|
64,988
|
||||||
Total assets
|
$
|
1,568,331
|
$
|
1,521,942
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
104,702
|
$
|
118,395
|
||||
Other current liabilities
|
246,862
|
257,433
|
||||||
Total current liabilities
|
351,564
|
375,828
|
||||||
Long-term debt
|
400,000
|
400,000
|
||||||
Other long-term obligations
|
128,389
|
136,186
|
||||||
Deferred income taxes
|
47,997
|
65,421
|
Commitments and Contingencies (Note 13)
|
||||||||
Shareholders’ Equity:
|
||||||||
Preferred stock – 100,000,000 shares of $.01 par value authorized; 300,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued
|
--
|
--
|
||||||
Common stock – 400,000,000 shares of $.01 par value authorized; 24,003,611 shares issued and outstanding at April 27, 2018, and 24,055,682 shares issued and outstanding at July 28, 2017
|
240
|
241
|
||||||
Additional paid-in capital
|
43,591
|
55,659
|
||||||
Accumulated other comprehensive income (loss)
|
4,451
|
(4,229
|
)
|
|||||
Retained earnings
|
592,099
|
492,836
|
||||||
Total shareholders’ equity
|
640,381
|
544,507
|
||||||
Total liabilities and shareholders’ equity
|
$
|
1,568,331
|
$
|
1,521,942
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Total revenue
|
$
|
721,413
|
$
|
700,410
|
$
|
2,219,552
|
$
|
2,183,063
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
217,719
|
205,882
|
689,420
|
673,911
|
||||||||||||
Labor and other related expenses
|
257,360
|
250,819
|
769,154
|
759,193
|
||||||||||||
Other store operating expenses
|
147,616
|
136,231
|
441,843
|
415,136
|
||||||||||||
Store operating income
|
98,718
|
107,478
|
319,135
|
334,823
|
||||||||||||
General and administrative expenses
|
35,409
|
36,000
|
108,314
|
104,905
|
||||||||||||
Operating income
|
63,309
|
71,478
|
210,821
|
229,918
|
||||||||||||
Interest expense
|
3,594
|
3,389
|
10,892
|
10,703
|
||||||||||||
Income before income taxes
|
59,715
|
68,089
|
199,929
|
219,215
|
||||||||||||
Provision for income taxes
|
10,968
|
21,165
|
13,663
|
71,209
|
||||||||||||
Net income
|
$
|
48,747
|
$
|
46,924
|
$
|
186,266
|
$
|
148,006
|
||||||||
Net income per share:
|
||||||||||||||||
Basic
|
$
|
2.03
|
$
|
1.95
|
$
|
7.76
|
$
|
6.16
|
||||||||
Diluted
|
$
|
2.03
|
$
|
1.95
|
$
|
7.74
|
$
|
6.14
|
||||||||
Weighted average shares:
|
||||||||||||||||
Basic
|
24,003,611
|
24,042,573
|
24,013,435
|
24,028,175
|
||||||||||||
Diluted
|
24,065,783
|
24,121,203
|
24,075,834
|
24,111,753
|
||||||||||||
Dividends declared per share
|
$
|
1.20
|
$
|
1.15
|
$
|
3.60
|
$
|
3.45
|
||||||||
Dividends paid per share
|
$
|
1.20
|
$
|
1.15
|
$
|
3.60
|
$
|
3.45
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Net income
|
$
|
48,747
|
$
|
46,924
|
$
|
186,266
|
$
|
148,006
|
||||||||
Other comprehensive income (loss) before income tax expense (benefit):
|
||||||||||||||||
Change in fair value of interest rate swaps
|
4,330
|
(1,773
|
)
|
12,779
|
15,728
|
|||||||||||
Income tax expense (benefit)
|
1,076
|
(678
|
)
|
4,099
|
6,016
|
|||||||||||
Other comprehensive income (loss), net of tax
|
3,254
|
(1,095
|
)
|
8,680
|
9,712
|
|||||||||||
Comprehensive income
|
$
|
52,001
|
$
|
45,829
|
$
|
194,946
|
$
|
157,718
|
Nine Months Ended
|
||||||||
April 27,
2018
|
April 28,
2017
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
186,266
|
$
|
148,006
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
68,297
|
63,628
|
||||||
Loss on disposition of property and equipment
|
4,757
|
3,760
|
||||||
Share-based compensation
|
6,063
|
6,347
|
||||||
Excess tax benefit from share-based compensation
|
--
|
(1,203
|
)
|
|||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
(624
|
)
|
(3,224
|
)
|
||||
Other current assets
|
(562
|
)
|
15,501
|
|||||
Accounts payable
|
(13,693
|
)
|
(34,031
|
)
|
||||
Other current liabilities
|
(9,269
|
)
|
5,013
|
|||||
Other long-term assets and liabilities
|
(20,260
|
)
|
(725
|
)
|
||||
Net cash provided by operating activities
|
220,975
|
203,072
|
||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(101,985
|
)
|
(81,249
|
)
|
||||
Proceeds from insurance recoveries of property and equipment
|
300
|
388
|
||||||
Proceeds from sale of property and equipment
|
393
|
413
|
||||||
Net cash used in investing activities
|
(101,292
|
)
|
(80,448
|
)
|
||||
Cash flows from financing activities:
|
||||||||
(Taxes withheld) and proceeds from issuance of share-based compensation awards, net
|
(3,360
|
)
|
(6,031
|
)
|
||||
Purchases and retirement of common stock
|
(14,772
|
)
|
--
|
|||||
Dividends on common stock
|
(88,258
|
)
|
(85,069
|
)
|
||||
Excess tax benefit from share-based compensation
|
--
|
1,203
|
||||||
Net cash used in financing activities
|
(106,390
|
)
|
(89,897
|
)
|
||||
Net increase in cash and cash equivalents
|
13,293
|
32,727
|
||||||
Cash and cash equivalents, beginning of period
|
161,001
|
150,966
|
||||||
Cash and cash equivalents, end of period
|
$
|
174,294
|
$
|
183,693
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
10,213
|
$
|
9,880
|
||||
Income taxes
|
$
|
32,940
|
$
|
54,201
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||
Capital expenditures accrued in accounts payable
|
$
|
6,291
|
$
|
3,845
|
||||
Change in fair value of interest rate swaps
|
$
|
12,779
|
$
|
15,727
|
||||
Change in deferred tax asset for interest rate swaps
|
$
|
(4,099
|
)
|
$
|
(6,015
|
)
|
||
Dividends declared but not yet paid
|
$
|
30,035
|
$
|
29,270
|
1.
|
Condensed Consolidated Financial Statements
|
2.
|
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
|
|||||||||||||
Cash equivalents*
|
$
|
93,446
|
$
|
--
|
$
|
--
|
$
|
93,446
|
||||||||
Interest rate swap asset (see Note 5)
|
--
|
5,968
|
--
|
5,968
|
||||||||||||
Deferred compensation plan assets**
|
31,784
|
--
|
--
|
31,784
|
||||||||||||
Total assets at fair value
|
$
|
125,230
|
$
|
5,968
|
$
|
--
|
$
|
131,198
|
||||||||
Interest rate swap liability (see Note 5)
|
$
|
--
|
$
|
37
|
$
|
--
|
$
|
37
|
||||||||
Total liabilities at fair value
|
$
|
--
|
$
|
37
|
$
|
--
|
$
|
37
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
Fair Value
|
|||||||||||||
Cash equivalents*
|
$
|
82,524
|
$
|
--
|
$
|
--
|
$
|
82,524
|
||||||||
Interest rate swap asset (see Note 5)
|
--
|
32
|
--
|
32
|
||||||||||||
Deferred compensation plan assets**
|
31,196
|
--
|
--
|
31,196
|
||||||||||||
Total assets at fair value
|
$
|
113,720
|
$
|
32
|
$
|
--
|
$
|
113,752
|
||||||||
Interest rate swap liability (see Note 5)
|
$
|
--
|
$
|
6,880
|
$
|
--
|
$
|
6,880
|
||||||||
Total liabilities at fair value
|
$
|
--
|
$
|
6,880
|
$
|
--
|
$
|
6,880
|
3.
|
Inventories
|
April 27, 2018
|
July 28, 2017
|
|||||||
Retail
|
$
|
117,557
|
$
|
119,446
|
||||
Restaurant
|
22,058
|
20,252
|
||||||
Supplies
|
17,376
|
16,669
|
||||||
Total
|
$
|
156,991
|
$
|
156,367
|
4.
|
Debt
|
5.
|
Derivative Instruments and Hedging Activities
|
Trade Date
|
Effective Date
|
Term
(in Years)
|
Notional Amount
|
Fixed
Rate
|
|||||||||
March 18, 2013
|
May 3, 2015
|
3
|
$
|
50,000
|
1.51
|
%
|
|||||||
April 22, 2013
|
May 3, 2015
|
3
|
25,000
|
1.30
|
%
|
||||||||
April 25, 2013
|
May 3, 2015
|
3
|
25,000
|
1.29
|
%
|
||||||||
June 18, 2014
|
May 3, 2015
|
4
|
120,000
|
2.51
|
%
|
||||||||
June 24, 2014
|
May 3, 2015
|
4
|
90,000
|
2.51
|
%
|
||||||||
July 1, 2014
|
May 5, 2015
|
4
|
90,000
|
2.43
|
%
|
||||||||
January 30, 2015
|
May 3, 2019
|
2
|
80,000
|
2.15
|
%
|
||||||||
January 30, 2015
|
May 3, 2019
|
2
|
60,000
|
2.16
|
%
|
||||||||
January 30, 2015
|
May 4, 2021
|
3
|
120,000
|
2.41
|
%
|
||||||||
January 30, 2015
|
May 3, 2019
|
2
|
60,000
|
2.15
|
%
|
||||||||
January 30, 2015
|
May 4, 2021
|
3
|
80,000
|
2.40
|
%
|
(See Note 2)
|
Balance Sheet Location
|
April 27, 2018
|
July 28, 2017
|
||||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
$
|
5
|
$
|
32
|
||||
Interest rate swaps
|
Other assets
|
5,963
|
--
|
||||||
Total assets
|
$
|
5,968
|
$
|
32
|
|||||
Interest rate swaps
|
Other current liabilities
|
$
|
--
|
$
|
47
|
||||
Interest rate swaps
|
Other long-term obligations
|
37
|
6,833
|
||||||
Total liabilities
|
$
|
37
|
$
|
6,880
|
Amount of Income Recognized in AOCIL on
Derivatives (Effective Portion)
|
||||||||
Nine Months Ended
April 27, 2018
|
Year Ended
July 28, 2017
|
|||||||
Cash flow hedges:
|
||||||||
Interest rate swaps
|
$
|
12,779
|
$
|
15,402
|
Location of Loss
Reclassified from
AOCIL into Income
(Effective Portion)
|
Amount of Loss Reclassified from AOCIL into Income
(Effective Portion)
|
||||||||||||||||
Quarter Ended
|
Nine Months Ended
|
||||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
||||||||||||||
Cash flow hedges:
|
|||||||||||||||||
Interest rate swaps
|
Interest expense
|
$
|
865
|
$
|
993
|
$
|
2,852
|
$
|
3,354
|
6.
|
Shareholders’ Equity
|
Changes in AOCIL
|
||||
AOCIL balance at July 28, 2017
|
$
|
(4,229
|
)
|
|
Other comprehensive income before reclassifications
|
10,661
|
|||
Amounts reclassified from AOCIL
|
(1,981
|
)
|
||
Other comprehensive income, net of tax
|
8,680
|
|||
AOCIL balance at April 27, 2018
|
$
|
4,451
|
Amount Reclassified from AOCIL
|
Affected Line Item in the
|
||||||||
Quarter Ended
|
Nine Months Ended
|
Condensed Consolidated
Financial Statements
|
|||||||
Loss on cash flow hedges:
|
|||||||||
Interest rate swaps
|
$
|
(865
|
)
|
$
|
(2,852
|
)
|
Interest expense
|
||
Tax benefit
|
264
|
871
|
Provision for income taxes
|
||||||
$
|
(601
|
)
|
$
|
(1,981
|
)
|
Net of tax
|
7.
|
Seasonality
|
8.
|
Segment Information
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$
|
592,677
|
$
|
575,098
|
$
|
1,774,112
|
$
|
1,739,888
|
||||||||
Retail
|
128,736
|
125,312
|
445,440
|
443,175
|
||||||||||||
Total revenue
|
$
|
721,413
|
$
|
700,410
|
$
|
2,219,552
|
$
|
2,183,063
|
9.
|
Share-Based Compensation
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Nonvested stock awards
|
$
|
1,495
|
$
|
1,947
|
$
|
5,414
|
$
|
5,045
|
||||||||
Performance-based market stock units (“MSU Grants”)
|
247
|
389
|
649
|
1,302
|
||||||||||||
$
|
1,742
|
$
|
2,336
|
$
|
6,063
|
$
|
6,347
|
10.
|
Shareholder Rights Plans
|
· |
will not be redeemable;
|
· |
will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;
|
· |
will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;
|
· |
will have the same voting power as one share of common stock; and
|
· |
if shares of the Company’s common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.
|
11.
|
Income Taxes
|
12.
|
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Net income per share numerator
|
$
|
48,747
|
$
|
46,924
|
$
|
186,266
|
$
|
148,006
|
||||||||
Net income per share denominator:
|
||||||||||||||||
Weighted average shares
|
24,003,611
|
24,042,573
|
24,013,435
|
24,028,175
|
||||||||||||
Add potential dilution:
|
||||||||||||||||
Stock options, nonvested stock awards and MSU Grants
|
62,172
|
78,630
|
62,399
|
83,578
|
||||||||||||
Diluted weighted average shares
|
24,065,783
|
24,121,203
|
24,075,834
|
24,111,753
|
13.
|
Commitments and Contingencies
|
· |
Enhancing the core business by focusing on value, culinary enhancements and speed of service;
|
· |
Expanding the footprint in new and developing markets while replenishing our store opening pipeline to accelerate future growth. We anticipate opening eight Cracker Barrel stores during 2018, of which seven opened in the first nine months of 2018; and
|
· |
Extending the brand by optimizing on long-term drivers, such as Holler & Dash Biscuit House
TM
, to further drive shareholder value. We have opened three Holler & Dash Biscuit House
TM
locations during 2018.
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 28,
|
April 27,
|
April 28,
|
|||||||||||||
2018
|
2017
|
2018
|
2017
|
|||||||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
30.2
|
29.4
|
31.1
|
30.9
|
||||||||||||
Labor and other related expenses
|
35.7
|
35.8
|
34.6
|
34.8
|
||||||||||||
Other store operating expenses
|
20.4
|
19.5
|
19.9
|
19.0
|
||||||||||||
Store operating income
|
13.7
|
15.3
|
14.4
|
15.3
|
||||||||||||
General and administrative expenses
|
4.9
|
5.1
|
4.9
|
4.8
|
||||||||||||
Operating income
|
8.8
|
10.2
|
9.5
|
10.5
|
||||||||||||
Interest expense
|
0.5
|
0.5
|
0.5
|
0.5
|
||||||||||||
Income before income taxes
|
8.3
|
9.7
|
9.0
|
10.0
|
||||||||||||
Provision for income taxes
|
1.5
|
3.0
|
0.6
|
3.2
|
||||||||||||
Net income
|
6.8
|
%
|
6.7
|
%
|
8.4
|
%
|
6.8
|
%
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Open at beginning of the period
|
654
|
645
|
649
|
641
|
||||||||||||
Opened during the period
|
5
|
2
|
10
|
6
|
||||||||||||
Open at end of the period
|
659
|
647
|
659
|
647
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Revenue in dollars:
|
||||||||||||||||
Restaurant
|
$
|
592,677
|
$
|
575,098
|
$
|
1,774,112
|
$
|
1,739,888
|
||||||||
Retail
|
128,736
|
125,312
|
445,440
|
443,175
|
||||||||||||
Total revenue
|
$
|
721,413
|
$
|
700,410
|
$
|
2,219,552
|
$
|
2,183,063
|
||||||||
Total revenue by percentage relationships:
|
||||||||||||||||
Restaurant
|
82.2
|
%
|
82.1
|
%
|
79.9
|
%
|
79.7
|
%
|
||||||||
Retail
|
17.8
|
%
|
17.9
|
%
|
20.1
|
%
|
20.3
|
%
|
||||||||
Average unit volumes
(1):
|
||||||||||||||||
Restaurant
|
$
|
902.7
|
$
|
890.8
|
$
|
2,715.5
|
$
|
2,702.0
|
||||||||
Retail
|
196.1
|
194.1
|
681.8
|
688.3
|
||||||||||||
Total revenue
|
$
|
1,098.8
|
$
|
1,084.9
|
$
|
3,397.3
|
$
|
3,390.3
|
||||||||
Comparable store sales increase (decrease):
|
||||||||||||||||
Restaurant
|
1.5
|
%
|
(0.4
|
%)
|
1.0
|
%
|
0.5
|
%
|
||||||||
Retail
|
0.9
|
%
|
(4.7
|
%)
|
(0.6
|
%)
|
(3.4
|
%)
|
||||||||
Restaurant and retail
|
1.4
|
%
|
(1.2
|
%)
|
0.6
|
%
|
(0.3
|
%)
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2018
|
April 28,
2017
|
April 27,
2018
|
April 28,
2017
|
|||||||||||||
Cost of Goods Sold in dollars:
|
||||||||||||||||
Restaurant
|
$
|
151,953
|
$
|
142,486
|
$
|
453,016
|
$
|
441,338
|
||||||||
Retail
|
65,766
|
63,396
|
236,404
|
232,573
|
||||||||||||
Total Cost of Goods Sold
|
$
|
217,719
|
$
|
205,882
|
$
|
689,420
|
$
|
673,911
|
||||||||
Cost of Goods Sold by percentage of revenue:
|
||||||||||||||||
Restaurant
|
25.6
|
%
|
24.8
|
%
|
25.5
|
%
|
25.4
|
%
|
||||||||
Retail
|
51.1
|
%
|
50.6
|
%
|
53.1
|
%
|
52.5
|
%
|
Third Quarter
Increase (Decrease) as a
Percentage of Retail Revenue
|
||||
Lower initial margin
|
1.2
|
%
|
||
Inventory shrinkage
|
0.8
|
%
|
||
Freight expense
|
0.1
|
%
|
||
Markdowns
|
(1.3
|
%)
|
||
Provision for obsolete inventory
|
(0.4
|
%)
|
First Nine Months
Increase (Decrease) as a
Percentage of Retail Revenue
|
||||
Lower initial margin
|
0.9
|
%
|
||
Inventory shrinkage
|
0.2
|
%
|
||
Freight expense
|
0.1
|
%
|
||
Markdowns
|
(0.6
|
%)
|
Third Quarter
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Store bonus expense
|
(0.2
|
%)
|
||
Employee health care expenses
|
(0.1
|
%)
|
||
Miscellaneous wages
|
(0.1
|
%)
|
||
Store hourly labor
|
0.3
|
%
|
First Nine Months
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Store bonus expense
|
(0.2
|
%)
|
||
Employee health care expenses
|
(0.1
|
%)
|
||
Store hourly labor
|
0.3
|
%
|
Third Quarter
Increase as a Percentage
of Total Revenue
|
||||
Maintenance expense
|
0.4
|
%
|
||
Depreciation expense
|
0.2
|
%
|
||
Supplies expense
|
0.2
|
%
|
First Nine Months
Increase as a Percentage
of Total Revenue
|
||||
Maintenance expense
|
0.3
|
%
|
||
Depreciation expense
|
0.2
|
%
|
||
Bi-annual manager conference and training event expense
|
0.1
|
%
|
||
Supplies expense
|
0.1
|
%
|
Third Quarter
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Incentive compensation expense
|
(0.5
|
%)
|
||
Payroll and related expenses
|
0.2
|
%
|
First Nine Months
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Payroll and related expenses
|
0.2
|
%
|
||
Incentive compensation expense
|
(0.2
|
%)
|
· |
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 and Provision for Asset Dispositions
|
· |
Insurance Reserves
|
· |
Retail Inventory Valuation
|
· |
Tax Provision
|
· |
Share-Based Compensation
|
· |
Legal Proceedings
|
· |
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 period commensurate with the performance period.
|
· |
The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the performance period.
|
· |
The expected dividend yield is assumed to be zero since the award holders are entitled to any dividends paid over the performance period.
|
· |
The expected volatility is the historical volatility of our stock and the members of the peer group over the period commensurate with the performance period.
|
· |
The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the performance period.
|
· |
The expected dividend yield is assumed to be zero since the award holders are entitled to any dividends paid over the performance period.
|
Exhibit
|
|
Rights Agreement, dated as of April 9, 2018, between Cracker Barrel Old Country Store, Inc. and American Stock Transfer & Trust Company, LLC, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed on April 9, 2018)
|
|
10.1 | Form of Severance Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers 1 (filed herewith) |
10.2 | Form of Change of Control Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers 1 (filed herewith) |
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
|
XBRL Instance Document (filed herewith)
|
101.SCH
|
XBRL Taxonomy Extension Schema (filed herewith)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase (filed herewith)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase (filed herewith)
|
1
|
Denotes management contract or compensatory plan, contract or arrangement.
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
||
Date:
May 29, 2018
|
By:
|
/s/Jill M. Golder
|
Jill M. Golder, Senior Vice President and Chief Financial Officer
|
||
Date:
May 29, 2018
|
By:
|
/s/Jeffrey M. Wilson
|
Jeffrey M. Wilson, Vice President, Corporate Controller and Principal Accounting Officer
|
Cracker Barrel Old Country Store, Inc.
|
Executive
|
||
|
Name:
|
Name:
|
||||
Title:
|
Position
|
Severance Benefit
|
|
Senior Vice President
|
12 months’ base salary plus one additional week of severance for each year of service in excess of 15 years (not to exceed 18 months’ total severance)
|
By:
|
|||
Name:
|
|||
Title:
|
|||
Date:
|
[Name]
|
Cracker Barrel Old Country Store, Inc.
|
Executive
|
||
|
Name:
|
Name:
|
||||
Title:
|
Title
|
Applicable Factor
|
Applicable Continuation Period
|
President & CEO
|
3X
|
2 Years from Termination
|
Executive Vice President
|
2X
|
2 Years from Termination
|
Sr. Vice President
|
2X
|
2 Years from Termination
|
Vice President
|
1.5X
|
2 Years from Termination
|
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:
May 29, 2018
|
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:
May 29, 2018
|
By:
|
/s/Jill M. Golder
|
Jill M. Golder,
|
||
Senior Vice President and Chief Financial Officer
|