☒ |
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
(State or other jurisdiction of incorporation or organization)
|
62-0812904
(I.R.S. Employer Identification Number)
|
|
305 Hartmann Drive, Lebanon, Tennessee
(Address of principal executive offices)
|
37087-4779
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock (Par Value $0.01)
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01)
|
CBRL
|
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
PART I. FINANCIAL INFORMATION
|
Page
|
|
|
3
|
|
|
|
3
|
|
|
|
4
|
|
|
|
5
|
|
|
|
6
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|
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7
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8
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19
|
|
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33
|
|
|
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33
|
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
33
|
|
|
|
34
|
|
|
|
35
|
ASSETS
|
January 29,
2021
|
July 31,
2020*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
568,839
|
$
|
436,996
|
||||
Accounts receivable
|
22,361
|
20,157
|
||||||
Income taxes receivable
|
48,164
|
28,852
|
||||||
Inventories
|
134,768
|
139,091
|
||||||
Prepaid expenses and other current assets
|
22,653
|
17,916
|
||||||
Total current assets
|
796,785
|
643,012
|
||||||
Property and equipment
|
2,208,122
|
2,363,518
|
||||||
Less: Accumulated depreciation and amortization
|
1,212,277
|
1,233,457
|
||||||
Property and equipment – net
|
995,845
|
1,130,061
|
||||||
Operating lease right-of-use assets, net
|
997,764
|
691,949
|
||||||
Goodwill
|
4,690
|
4,690
|
||||||
Intangible assets
|
21,099
|
20,960
|
||||||
Other assets
|
55,860
|
53,586
|
||||||
Total assets
|
$
|
2,872,043
|
$
|
2,544,258
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
118,308
|
$
|
103,504
|
||||
Other current liabilities
|
320,395
|
347,552
|
||||||
Total current liabilities
|
438,703
|
451,056
|
||||||
Long-term debt
|
835,049
|
910,000
|
||||||
Long-term operating lease liabilities
|
763,826
|
632,630
|
||||||
Long-term interest rate swap liability
|
21,193
|
23,860
|
||||||
Other long-term obligations
|
110,377
|
80,605
|
||||||
Deferred income taxes
|
94,284
|
27,718
|
||||||
Commitments and Contingencies (Note 12)
|
|
|
||||||
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
|
—
|
—
|
||||||
Common stock – 400,000,000 shares of $0.01 par value authorized; 23,724,412 shares issued and outstanding at January 29, 2021, and 23,697,396 shares issued and outstanding at July 31, 2020
|
237
|
237
|
||||||
Additional paid-in capital
|
1,967
|
—
|
||||||
Accumulated other comprehensive loss
|
(16,679
|
)
|
(20,346
|
)
|
||||
Retained earnings
|
623,086
|
438,498
|
||||||
Total shareholders’ equity
|
608,611
|
418,389
|
||||||
Total liabilities and shareholders’ equity
|
$
|
2,872,043
|
$
|
2,544,258
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Total revenue
|
$
|
677,169
|
$
|
846,143
|
$
|
1,323,623
|
$
|
1,595,183
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
225,084
|
272,207
|
424,128
|
492,021
|
||||||||||||
Labor and other related expenses
|
236,862
|
284,777
|
464,050
|
548,091
|
||||||||||||
Other store operating expenses
|
166,871
|
171,638
|
328,145
|
334,546
|
||||||||||||
General and administrative expenses
|
33,957
|
38,386
|
73,521
|
78,017
|
||||||||||||
Gain on sale and leaseback transaction
|
—
|
—
|
(217,722
|
)
|
—
|
|||||||||||
Operating income
|
14,395
|
79,135
|
251,501
|
142,508
|
||||||||||||
Interest expense, net
|
10,815
|
3,505
|
21,530
|
7,085
|
||||||||||||
Income before income taxes
|
3,580
|
75,630
|
229,971
|
135,423
|
||||||||||||
Provision for income taxes (income tax benefit)
|
(10,420
|
)
|
10,878
|
45,291
|
21,468
|
|||||||||||
Loss from unconsolidated subsidiary
|
—
|
(3,584
|
)
|
—
|
(9,564
|
)
|
||||||||||
Net income
|
$
|
14,000
|
$
|
61,168
|
$
|
184,680
|
$
|
104,391
|
||||||||
Net income per share:
|
||||||||||||||||
Basic
|
$
|
0.59
|
$
|
2.55
|
$
|
7.79
|
$
|
4.35
|
||||||||
Diluted
|
$
|
0.59
|
$
|
2.55
|
$
|
7.77
|
$
|
4.34
|
||||||||
Weighted average shares:
|
||||||||||||||||
Basic
|
23,723,395
|
23,950,811
|
23,715,573
|
23,994,583
|
||||||||||||
Diluted
|
23,785,374
|
24,005,817
|
23,778,302
|
24,054,870
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Net income
|
$
|
14,000
|
$
|
61,168
|
$
|
184,680
|
$
|
104,391
|
||||||||
Other comprehensive income (loss) before income tax expense (benefit):
|
||||||||||||||||
Change in fair value of interest rate swaps
|
1,420
|
(2,690
|
)
|
4,886
|
(3,235
|
)
|
||||||||||
Income tax expense (benefit)
|
354
|
(641
|
)
|
1,219
|
(748
|
)
|
||||||||||
Other comprehensive income (loss), net of tax
|
1,066
|
(2,049
|
)
|
3,667
|
(2,487
|
)
|
||||||||||
Comprehensive income
|
$
|
15,066
|
$
|
59,119
|
$
|
188,347
|
$
|
101,904
|
|
Common Stock
|
Additional
Paid-In
|
Accumulated
Other
Comprehensive
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||||
Shares
|
Amount
|
Capital
|
Income (Loss)
|
Earnings
|
Equity
|
|||||||||||||||||||
Balances at July 31, 2020
|
23,697,396
|
$
|
237
|
$
|
—
|
$
|
(20,346
|
)
|
$
|
438,498
|
$
|
418,389
|
||||||||||||
Comprehensive Income (Loss):
|
||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
170,680
|
170,680
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
—
|
—
|
2,601
|
—
|
2,601
|
||||||||||||||||||
Total comprehensive income
|
—
|
—
|
—
|
2,601
|
170,680
|
173,281
|
||||||||||||||||||
Cash dividends previously declared in prior quarters
|
—
|
—
|
—
|
—
|
(40
|
)
|
(40
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
1,974
|
—
|
—
|
1,974
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
22,928
|
—
|
(1,974
|
)
|
—
|
(18
|
)
|
(1,992
|
)
|
|||||||||||||||
Balances at October 30, 2020
|
23,720,324
|
$
|
237
|
$
|
—
|
$
|
(17,745
|
)
|
$
|
609,120
|
$
|
591,612
|
||||||||||||
Comprehensive Income (Loss):
|
||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
14,000
|
14,000
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
—
|
—
|
1,066
|
—
|
1,066
|
||||||||||||||||||
Total comprehensive income
|
—
|
—
|
—
|
1,066
|
14,000
|
15,066
|
||||||||||||||||||
Cash dividends previously declared in prior quarters
|
—
|
—
|
—
|
—
|
(52
|
)
|
(52
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
1,992
|
—
|
—
|
1,992
|
||||||||||||||||||
Issuance of share-based compensation awards
|
4,088
|
—
|
(25
|
)
|
—
|
18
|
(7
|
)
|
||||||||||||||||
Balances at January 29, 2021
|
23,724,412
|
$
|
237
|
$
|
1,967
|
$
|
(16,679
|
)
|
$
|
623,086
|
$
|
608,611
|
|
Common Stock
|
Additional
Paid-In
|
Accumulated
Other
Comprehensive
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||||
Shares
|
Amount
|
Capital
|
Loss
|
Earnings
|
Equity
|
|||||||||||||||||||
Balances at August 2, 2019
|
24,049,240
|
$
|
241
|
$
|
49,732
|
$
|
(6,913
|
)
|
$
|
561,650
|
$
|
604,710
|
||||||||||||
Comprehensive Income (Loss):
|
||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
43,223
|
43,223
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
—
|
—
|
—
|
(438
|
)
|
—
|
(438
|
)
|
||||||||||||||||
Total comprehensive income (loss)
|
—
|
—
|
—
|
(438
|
)
|
43,223
|
42,785
|
|||||||||||||||||
Cash dividends declared - $1.30 per share
|
—
|
—
|
—
|
—
|
(31,452
|
)
|
(31,452
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
1,798
|
—
|
—
|
1,798
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
18,466
|
—
|
(1,994
|
)
|
—
|
—
|
(1,994
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(91,748
|
)
|
(1
|
)
|
(14,187
|
)
|
—
|
—
|
(14,188
|
)
|
||||||||||||||
Cumulative-effect of change in accounting principle
|
—
|
—
|
—
|
—
|
4,125
|
4,125
|
||||||||||||||||||
Balances at November 1, 2019
|
23,975,958
|
$
|
240
|
$
|
35,349
|
$
|
(7,351
|
)
|
$
|
577,546
|
$
|
605,784
|
||||||||||||
Comprehensive Income (Loss):
|
||||||||||||||||||||||||
Net income
|
—
|
—
|
—
|
—
|
61,168
|
61,168
|
||||||||||||||||||
Other comprehensive loss, net of tax
|
—
|
—
|
—
|
(2,049
|
)
|
—
|
(2,049
|
)
|
||||||||||||||||
Total comprehensive income (loss)
|
—
|
—
|
—
|
(2,049
|
)
|
61,168
|
59,119
|
|||||||||||||||||
Cash dividends declared - $1.30 per share
|
—
|
—
|
—
|
—
|
(31,283
|
)
|
(31,283
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
—
|
2,122
|
—
|
—
|
2,122
|
||||||||||||||||||
Issuance of share-based compensation awards
|
4,867
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Purchases and retirement of common stock
|
(37,577
|
)
|
—
|
(5,812
|
)
|
—
|
—
|
(5,812
|
)
|
|||||||||||||||
Balances at January 31, 2020
|
23,943,248
|
$
|
240
|
$
|
31,659
|
$
|
(9,400
|
)
|
$
|
607,431
|
$
|
629,930
|
|
Six Months Ended
|
|||||||
January 29,
2021
|
January 31,
2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
184,680
|
$
|
104,391
|
||||
Net loss from unconsolidated subsidiary
|
—
|
9,564
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
53,770
|
58,277
|
||||||
Loss on disposition of property and equipment
|
1,933
|
4,005
|
||||||
Gain on sale and leaseback transaction
|
(217,722
|
)
|
—
|
|||||
Impairment
|
—
|
664
|
||||||
Share-based compensation
|
3,966
|
3,920
|
||||||
Noncash lease expense
|
27,704
|
30,845
|
||||||
Amortization of asset recognized from gain on sale and leaseback transactions
|
6,368
|
—
|
||||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
4,323
|
(2,167
|
)
|
|||||
Other current assets
|
(26,178
|
)
|
(5,005
|
)
|
||||
Accounts payable
|
14,804
|
(10,779
|
)
|
|||||
Other current liabilities
|
8,004
|
6,609
|
||||||
Deferred income taxes
|
65,347
|
12,043
|
||||||
Other long-term assets and liabilities
|
(5,683
|
)
|
(28,363
|
)
|
||||
Net cash provided by operating activities
|
121,316
|
184,004
|
||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(29,470
|
)
|
(58,371
|
)
|
||||
Proceeds from insurance recoveries of property and equipment
|
246
|
82
|
||||||
Proceeds from sale of property and equipment
|
149,877
|
1,565
|
||||||
Notes receivable from unconsolidated subsidiary
|
—
|
(33,000
|
)
|
|||||
Acquisition of business, net of cash acquired
|
(1,500
|
)
|
(32,971
|
)
|
||||
Net cash provided by (used in) investing activities
|
119,153
|
(122,695
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt
|
—
|
215,000
|
||||||
Taxes withheld from issuance of share-based compensation awards
|
(1,999
|
)
|
(1,994
|
)
|
||||
Principal payments under long-term debt
|
(75,049
|
)
|
(155,000
|
)
|
||||
Purchases and retirement of common stock
|
—
|
(20,000
|
)
|
|||||
Dividends on common stock
|
(31,578
|
)
|
(63,359
|
)
|
||||
Net cash used in financing activities
|
(108,626
|
)
|
(25,353
|
)
|
||||
Net increase in cash and cash equivalents
|
131,843
|
35,956
|
||||||
Cash and cash equivalents, beginning of period
|
436,996
|
36,884
|
||||||
Cash and cash equivalents, end of period
|
$
|
568,839
|
$
|
72,840
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
20,434
|
$
|
8,564
|
||||
Income taxes
|
$
|
1,038
|
$
|
5,277
|
||||
Supplemental schedule of non-cash investing and financing activities*:
|
||||||||
Capital expenditures accrued in accounts payable
|
$
|
2,821
|
$
|
3,244
|
||||
Change in fair value of interest rate swaps
|
$
|
4,886
|
$
|
(3,235
|
)
|
|||
Change in deferred tax asset for interest rate swaps
|
$
|
(1,219
|
)
|
$
|
748
|
|||
Dividends declared but not yet paid
|
$
|
572
|
$
|
32,231
|
1. |
Condensed Consolidated Financial Statements
|
2. |
Maple Street Biscuit Company
|
3. |
Fair Value Measurements
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
135,001
|
$
|
—
|
$
|
—
|
$
|
135,001
|
||||||||
Deferred compensation plan assets**
|
31,402
|
|||||||||||||||
Total assets at fair value
|
$
|
166,403
|
||||||||||||||
Interest rate swap liability (see Note 6)
|
$
|
—
|
$
|
22,542
|
$
|
—
|
$
|
22,542
|
||||||||
Total liabilities at fair value
|
$
|
—
|
$
|
22,542
|
$
|
—
|
$
|
22,542
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
132,001
|
$
|
—
|
$
|
—
|
$
|
132,001
|
||||||||
Deferred compensation plan assets**
|
28,530
|
|||||||||||||||
Total assets at fair value
|
$
|
160,531
|
||||||||||||||
Interest rate swap liability (see Note 6)
|
$
|
—
|
$
|
27,746
|
$
|
—
|
$
|
27,746
|
||||||||
Total liabilities at fair value
|
$
|
—
|
$
|
27,746
|
$
|
—
|
$
|
27,746
|
4. |
Inventories
|
|
January 29, 2021
|
July 31, 2020
|
||||||
Retail
|
$
|
100,422
|
$
|
105,502
|
||||
Restaurant
|
19,995
|
19,636
|
||||||
Supplies
|
14,351
|
13,953
|
||||||
Total
|
$
|
134,768
|
$
|
139,091
|
5. |
Debt
|
6. |
Derivative Instruments and Hedging Activities
|
Trade Date
|
Effective Date
|
Term
(in Years)
|
Notional Amount
|
Fixed
Rate
|
|||||||||
January 30, 2015
|
May 3, 2019
|
2.0
|
$
|
60,000
|
2.16
|
%
|
|||||||
January 30, 2015
|
May 4, 2021
|
3.0
|
120,000
|
2.41
|
%
|
||||||||
January 30, 2015
|
May 3, 2019
|
2.0
|
60,000
|
2.15
|
%
|
||||||||
January 30, 2015
|
May 4, 2021
|
3.0
|
80,000
|
2.40
|
%
|
||||||||
January 16, 2019
|
May 3, 2019
|
3.0
|
115,000
|
2.63
|
%
|
||||||||
January 16, 2019
|
May 3, 2019
|
2.0
|
115,000
|
2.68
|
%
|
||||||||
August 6, 2019
|
November 4, 2019
|
2.5
|
50,000
|
1.50
|
%
|
||||||||
August 7, 2019
|
May 3, 2021
|
1.0
|
35,000
|
1.32
|
%
|
||||||||
August 7, 2019
|
May 3, 2022
|
2.0
|
100,000
|
1.40
|
%
|
||||||||
August 7, 2019
|
May 3, 2022
|
2.0
|
100,000
|
1.36
|
%
|
(See Note 3)
|
Balance Sheet Location
|
January 29, 2021
|
July 31, 2020
|
||||||
Interest rate swaps
|
Other current liabilities
|
$
|
1,349
|
$
|
3,886
|
||||
Interest rate swaps
|
Long-term interest rate swap liability
|
21,193
|
23,860
|
||||||
Total liabilities**
|
$
|
22,542
|
$
|
27,746
|
|
Amount of Income (Loss) Recognized
in AOCL on Derivatives
|
|||||||
Six Months Ended
January 29, 2021
|
Year Ended
July 31, 2020
|
|||||||
Cash flow hedges:
|
||||||||
Interest rate swaps
|
$
|
4,886
|
$
|
(17,740
|
)
|
|
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,
2021
|
|
January 31,
2020
|
|
January 29,
2021
|
|
January 31,
2020
|
|||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Interest expense
|
$
|
2,158
|
$
|
176
|
$
|
3,984
|
$
|
94
|
|
|
Amount Reclassified from AOCL
|
|
Affected Line Item in the
|
|||||
|
|
Quarter Ended
|
|
|
Six Months Ended
|
|
Condensed Consolidated
Financial Statements
|
||
Loss on cash flow hedges:
|
|
|
|
|
|
|
|
||
Interest rate swaps
|
|
$
|
(2,158)
|
|
|
$
|
(3,984)
|
Interest expense
|
|
Tax benefit
|
|
|
538
|
|
|
994
|
|
Provision for income taxes
|
|
|
|
$
|
(1,620)
|
|
|
$
|
(2,990)
|
Net of tax
|
|
Changes in AOCL
|
|||
AOCL balance at July 31, 2020
|
$
|
(20,346
|
)
|
|
Other comprehensive income before reclassifications
|
6,657
|
|||
Amounts reclassified from AOCL
|
(2,990
|
)
|
||
Other comprehensive income, net of tax
|
3,667
|
|||
AOCL balance at January 29, 2021
|
$
|
(16,679
|
)
|
7. |
Seasonality
|
8. |
Segment Information
|
9. |
Revenue Recognition
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$
|
521,243
|
$
|
663,043
|
$
|
1,036,467
|
$
|
1,270,122
|
||||||||
Retail
|
155,926
|
183,100
|
287,156
|
325,061
|
||||||||||||
Total revenue
|
$
|
677,169
|
$
|
846,143
|
$
|
1,323,623
|
$
|
1,595,183
|
10. |
Leases
|
Quarter Ended
|
Six Months Ended
|
|||||||||||||||
|
January 29, 2021
|
January 31, 2020
|
January 29, 2021
|
January 31, 2020
|
||||||||||||
Operating lease cost
|
$
|
26,413
|
$
|
20,462
|
$
|
52,885
|
$
|
40,318
|
||||||||
Short term lease cost
|
1,741
|
1,892
|
2,064
|
2,276
|
||||||||||||
Variable lease cost
|
667
|
479
|
1,194
|
930
|
||||||||||||
Total lease cost
|
$
|
28,821
|
$
|
22,833
|
$
|
56,143
|
$
|
43,524
|
Quarter Ended
|
Six Months Ended
|
|||||||||||||||
|
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
||||||||||||
Operating cash flow information:
|
||||||||||||||||
Gain on sale and leaseback transaction
|
$
|
—
|
$
|
—
|
217,722
|
$
|
—
|
|||||||||
Operating cash flow information:
|
||||||||||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
22,415
|
20,286
|
44,681
|
39,832
|
||||||||||||
Noncash information:
|
||||||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
3,556
|
601
|
315,189
|
4,439
|
||||||||||||
Lease modifications or reassessments increasing or decreasing right-of-use assets
|
1,787
|
5,691
|
25,044
|
12,517
|
||||||||||||
Lease modifications removing right-of-use assets
|
(89
|
)
|
(280
|
)
|
(348
|
)
|
(929
|
)
|
|
January 29, 2021
|
January 31, 2020
|
||||||
Weighted-average remaining lease term
|
18.40 Years
|
18.04 Years
|
||||||
Weighted-average discount rate
|
4.82
|
%
|
3.86
|
%
|
Year
|
Total
|
|||
Remainder of 2021
|
$
|
43,928
|
||
2022
|
82,164
|
|||
2023
|
76,728
|
|||
2024
|
62,756
|
|||
2025
|
60,914
|
|||
Thereafter
|
937,824
|
|||
Total future minimum lease payments
|
1,264,314
|
|||
Less imputed remaining interest
|
(451,200
|
)
|
||
Total present value of operating lease liabilities
|
$
|
813,114
|
11. |
Net Income Per Share and Weighted Average Shares
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Net income per share numerator
|
$
|
14,000
|
$
|
61,168
|
$
|
184,680
|
$
|
104,391
|
||||||||
Net income per share denominator:
|
||||||||||||||||
Weighted average shares
|
23,723,395
|
23,950,811
|
23,715,573
|
23,994,583
|
||||||||||||
Add potential dilution:
|
||||||||||||||||
Nonvested stock awards and units
|
61,979
|
55,006
|
62,729
|
60,287
|
||||||||||||
Diluted weighted average shares
|
23,785,374
|
24,005,817
|
23,778,302
|
24,054,870
|
12. |
Commitments and Contingencies
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• |
Enhancing the Core business to drive sustainable sales growth and continued business model improvements. During 2021, we are focused on driving topline sales by further growing our off-premise business, introducing menu and beverage innovation and evolving our digital infrastructure and digital strategy to improve the guest experience across all channels. Additionally, in response to the COVID-19 pandemic, we have instituted enhanced operational protocols to comply with applicable regulatory requirements to protect the health and safety of our employees and guests while maintaining the service levels that guests associate with our brand, and we have implemented, and continue to adapt, various strategies to support the recovery of our business and navigate through the uncertain environment.
|
• |
Expanding the Footprint by building profitable new Cracker Barrel stores in core and developing markets. We currently anticipate adding two stores during 2021, one of which opened during the first six months of 2021.
|
• |
Extending the Brand to drive further shareholder value creation by developing new platforms to drive growth, such as MSBC, a recently acquired growth-stage fast casual concept that we believe provides us with a vehicle to drive growth in a complementary segment of the restaurant industry.
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost of goods sold (exclusive of depreciation and rent)
|
33.2
|
32.2
|
32.0
|
30.8
|
||||||||||||
Labor and other related expenses
|
35.0
|
33.6
|
35.1
|
34.4
|
||||||||||||
Other store operating expenses
|
24.7
|
20.3
|
24.8
|
21.0
|
||||||||||||
General and administrative expenses
|
5.0
|
4.5
|
5.6
|
4.9
|
||||||||||||
Gain on sale and leaseback transaction
|
—
|
—
|
(16.5
|
)
|
—
|
|||||||||||
Operating income
|
2.1
|
9.4
|
19.0
|
8.9
|
||||||||||||
Interest expense, net
|
1.6
|
0.5
|
1.6
|
0.4
|
||||||||||||
Income before income taxes
|
0.5
|
8.9
|
17.4
|
8.5
|
||||||||||||
Provision for income taxes (income tax benefit)
|
(1.6
|
)
|
1.3
|
3.4
|
1.4
|
|||||||||||
Net loss from unconsolidated subsidiary
|
—
|
(0.4
|
)
|
—
|
(0.6
|
)
|
||||||||||
Net income
|
2.1
|
%
|
7.2
|
%
|
14.0
|
%
|
6.5
|
%
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Net change in units:
|
||||||||||||||||
Company-owned – Cracker Barrel
|
—
|
1
|
—
|
1
|
||||||||||||
Company-owned – MSBC
|
1
|
—
|
1
|
—
|
||||||||||||
Company-owned – Holler & Dash
|
—
|
(1
|
)
|
—
|
(1
|
)
|
||||||||||
Franchise - MSBC
|
1
|
—
|
1
|
—
|
||||||||||||
Units in operation at end of the period:
|
||||||||||||||||
Company-owned – Cracker Barrel
|
663
|
661
|
663
|
661
|
||||||||||||
Company-owned – MSBC
|
36
|
28
|
36
|
28
|
||||||||||||
Company-owned – Holler & Dash
|
—
|
6
|
—
|
6
|
||||||||||||
Total Company-owned units at end of the period
|
699
|
695
|
699
|
695
|
||||||||||||
Franchise – MSBC
|
7
|
5
|
7
|
5
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Revenue in dollars:
|
||||||||||||||||
Restaurant
|
$
|
521,243
|
$
|
663,043
|
$
|
1,036,467
|
$
|
1,270,122
|
||||||||
Retail
|
155,926
|
183,100
|
287,156
|
325,061
|
||||||||||||
Total revenue
|
$
|
677,169
|
$
|
846,143
|
$
|
1,323,623
|
$
|
1,595,183
|
||||||||
Total revenue by percentage relationships:
|
||||||||||||||||
Restaurant
|
77.0
|
%
|
78.4
|
%
|
78.3
|
%
|
79.6
|
%
|
||||||||
Retail
|
23.0
|
%
|
21.6
|
%
|
21.7
|
%
|
20.4
|
%
|
||||||||
Average unit volumes(1):
|
||||||||||||||||
Restaurant
|
$
|
772.6
|
$
|
992.6
|
$
|
1,537.6
|
$
|
1,908.7
|
||||||||
Retail
|
235.2
|
277.1
|
433.1
|
492.2
|
||||||||||||
Total revenue
|
$
|
1,007.8
|
$
|
1,269.7
|
$
|
1,970.7
|
$
|
2,400.9
|
||||||||
Comparable store sales increase (decrease) (2):
|
||||||||||||||||
Restaurant
|
(21.9
|
%)
|
3.8
|
%
|
(19.3
|
%)
|
3.0
|
%
|
||||||||
Retail
|
(15.3
|
%)
|
1.3
|
%
|
(12.1
|
%)
|
0.4
|
%
|
||||||||
Restaurant and retail
|
(20.5
|
%)
|
3.2
|
%
|
(17.8
|
%)
|
2.5
|
%
|
||||||||
Average check increase
|
2.3
|
%
|
4.0
|
%
|
2.0
|
%
|
3.8
|
%
|
||||||||
Comparable restaurant guest traffic decrease(2):
|
(24.2
|
%)
|
(0.2
|
%)
|
(21.3
|
%)
|
(0.8
|
%)
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Cost of Goods Sold in dollars:
|
||||||||||||||||
Restaurant
|
$
|
140,469
|
$
|
172,676
|
$
|
273,082
|
$
|
322,133
|
||||||||
Retail
|
84,615
|
99,531
|
151,046
|
169,888
|
||||||||||||
Total Cost of Goods Sold
|
$
|
225,084
|
$
|
272,207
|
$
|
424,128
|
$
|
492,021
|
||||||||
Cost of Goods Sold by percentage of revenue:
|
||||||||||||||||
Restaurant
|
26.9
|
%
|
26.0
|
%
|
26.3
|
%
|
25.4
|
%
|
||||||||
Retail
|
54.3
|
%
|
54.4
|
%
|
52.6
|
%
|
52.3
|
%
|
|
Second Quarter
(Decrease) Increase as a
Percentage of Total Revenue
|
|||
Markdowns
|
(2.8
|
%)
|
||
Lower initial margin
|
1.5
|
%
|
||
Higher freight expense
|
0.3
|
%
|
||
Discounts and allowances
|
0.8
|
%
|
|
First Six Months
Increase (Decrease) as a
Percentage of Total Revenue
|
|||
Lower initial margin
|
1.2
|
%
|
||
Higher freight expense
|
0.2
|
%
|
||
Discounts and allowances
|
0.5
|
%
|
||
Markdowns
|
(1.7
|
%)
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Labor and related expenses
|
35.0
|
%
|
33.6
|
%
|
35.1
|
%
|
34.4
|
%
|
|
Second Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
|||
Store hourly labor
|
0.9
|
%
|
||
Store management compensation
|
0.8
|
%
|
||
Store bonus expense
|
(0.4
|
%)
|
|
First Six Months
Increase (Decrease) as a
Percentage of Total Revenue
|
|||
Store hourly labor
|
0.9
|
%
|
||
Store management compensation
|
0.5
|
%
|
||
Store bonus expense
|
(0.5
|
%)
|
||
Miscellaneous wages
|
(0.3
|
%)
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Other store operating expenses
|
24.7
|
%
|
20.3
|
%
|
24.8
|
%
|
21.0
|
%
|
|
Second Quarter
Increase as a Percentage
of Total Revenue
|
First Six Months
Increase as a Percentage
of Total Revenue
|
||||||
Rent expense
|
1.3
|
%
|
1.3
|
%
|
||||
Other store expenses
|
0.8
|
%
|
0.5
|
%
|
||||
Maintenance expense
|
0.5
|
%
|
0.4
|
%
|
||||
Advertising expense
|
0.5
|
%
|
0.4
|
%
|
||||
Supplies expense
|
0.5
|
%
|
0.6
|
%
|
||||
Depreciation expense
|
0.4
|
%
|
0.3
|
%
|
||||
Utilities expense
|
0.3
|
%
|
0.2
|
%
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
General and administrative expenses
|
5.0
|
%
|
4.5
|
%
|
5.6
|
%
|
4.9
|
%
|
|
First Six Months
Increase as a Percentage of
Total Revenue
|
|||
Payroll and related expenses
|
0.2
|
%
|
||
Proxy expenses
|
0.4
|
%
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Interest expense, net
|
$
|
10,815
|
$
|
3,505
|
$
|
21,530
|
$
|
7,085
|
|
Quarter Ended
|
Six Months Ended
|
||||||||||||||
January 29,
2021
|
January 31,
2020
|
January 29,
2021
|
January 31,
2020
|
|||||||||||||
Effective tax rate
|
(291.1
|
)%
|
14.4
|
%
|
19.7
|
%
|
15.9
|
%
|
• |
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
|
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
|
Amended and Restated Bylaws 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 February 24, 2012 (Commission File No. 001-25225)
|
|
|
Fourth Amendment to Credit Agreement, dated as of February 19, 2021, among Cracker Barrel Old Country Store, Inc., the Subsidiary Guarantors named therein, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (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
|
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)
|
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
|
|
|
|
Date: February 23, 2021
|
By:
|
/s/P. Douglas Couvillion
|
|
|
P. Douglas Couvillion, Senior Vice President and Interim
|
|
|
Chief Financial Officer
|
|
|
|
Date: February 23, 2021
|
By:
|
/s/Kara S. Jacobs
|
|
|
Kara S. Jacobs, Vice President, Corporate Controller and Principal Accounting Officer
|
BORROWER:
|
CRACKER BARREL OLD COUNTRY STORE, INC.,
|
||
a Tennessee corporation
|
|||
By:
|
/s/Richard M. Wolfson
|
||
Name:
|
Richard M. Wolfson
|
||
Title:
|
Senior Vice President, General Counsel and Secretary
|
GUARANTORS:
|
CBOCS SUPPLY, INC., | ||
a Tennessee corporation
|
|||
By:
|
/s/Richard M. Wolfson | ||
Name:
|
Richard M. Wolfson | ||
Title:
|
Secretary |
CBOCS WEST, INC.,
|
|||
a Nevada corporation
|
|||
By:
|
/s/Richard M. Wolfson
|
||
Name:
|
Richard M. Wolfson
|
||
Title:
|
Secretary
|
CB MUSIC LLC,
|
|||
a Tennessee limited liability company
|
|||
By:
|
/s/Richard M. Wolfson
|
||
Name:
|
Richard M. Wolfson
|
||
Title:
|
Secretary
|
CB EATERTAINMENT, INC.,
|
|||
a Delaware corporation
|
|||
By:
|
/s/Richard M. Wolfson
|
||
Name:
|
Richard M. Wolfson
|
||
Title:
|
Vice President, General Counsel and Secretary
|
CBOCS PENNSYLVANIA, LLC,
|
|||
a Pennsylvania limited liability company
|
|||
By:
|
/s/Richard M. Wolfson
|
||
Name:
|
Richard M. Wolfson
|
||
Title:
|
Secretary
|
CBOCS DISTRIBUTION, INC.,
|
|||
a Tennessee corporation
|
|||
By:
|
/s/Jeffery M. Wilson
|
||
Name:
|
Jeffery M. Wilson
|
||
Title:
|
Treasurer
|
ROCKING CHAIR, INC.,
|
|||
a Nevada corporation
|
|||
By:
|
/s/Donna Roberts
|
||
Name:
|
Donna Roberts
|
||
Title:
|
President and Treasurer
|
||
CBOCS TEXAS, LLC,
|
|||
a Tennessee limited liability company
|
|||
By:
|
/s/Jeffery M. Wilson
|
||
Name:
|
Jeffery M. Wilson
|
||
Title:
|
Manager
|
CBOCS PROPERTIES, INC.,
|
|||
a Michigan corporation
|
|||
By:
|
/s/S. Victoria Harvey
|
||
Name:
|
S. Victoria Harvey
|
||
Title:
|
President
|
ADMINISTRATIVE AGENT
|
|||
AND COLLATERAL AGENT:
|
BANK OF AMERICA, N.A., | ||
as Administrative Agent and Collateral Agent
|
|||
By: | /s/Linda Mackey | ||
Name: | Linda Mackey | ||
Title: | Vice President |
LENDERS:
|
BANK OF AMERICA, N.A., | ||
as an Issuing Bank, Swing Line Bank and a Lender
|
|||
By: |
/s/Christopher Holtz
|
||
Name: | Christopher Holtz | ||
Title: | Senior Vice President |
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|||
as an Issuing Bank and a Lender | |||
By:
|
/s/Maureen Malphus | ||
Name:
|
Maureen Malphus | ||
Title: | Vice President |
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender
|
|||
By:
|
/s/Sarah Fleet
|
||
Name:
|
Sarah Fleet
|
||
Title:
|
Executive Director
|
||
COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as a Lender
|
|||
By:
|
/s/Irene Stephens
|
||
Name:
|
Irene Stephens
|
||
Title:
|
Executive Director
|
REGIONS BANK, as a Lender
|
|||
By:
|
/s/Whit Steers
|
||
Name:
|
Whit Steers
|
||
Title:
|
Vice President
|
TRUIST BANK, as a Lender
|
|||
By:
|
/s/James Ford
|
||
|
Name:
|
James Ford
|
|
|
Title:
|
Managing Director
|
U.S. BANK NATIONAL ASSOCIATION, as a Lender
|
|||
By:
|
/s/Sean P. Walters
|
||
Name:
|
Sean P. Walters
|
||
Title:
|
Vice President
|
PNC BANK, NATIONAL ASSOCIATION, as a Lender
|
|||
By:
|
/s/Brian Sallee
|
||
Name:
|
Brian Sallee
|
||
Title:
|
Senior Vice President
|
FIRST HORIZON BANK, as a Lender
|
|||
By:
|
/s/Brian Reeves
|
||
Name:
|
Brian Reeves
|
||
Title:
|
Senior Vice President
|
SYNOVUS BANK, as a Lender
|
|||
By:
|
/s/Chandra Cockrell
|
||
Name:
|
Chandra Cockrell
|
||
Title:
|
Corporate Banker
|
PINNACLE BANK, as a Lender
|
|||
By:
|
/s/William H. Diehl
|
||
Name:
|
William H. Diehl
|
||
Title:
|
Senior Vice President
|
Lender
|
Revolving A Credit
Commitment
|
Pro Rata Share of
Revolving A Credit
Commitments
|
Revolving B Credit
Commitment
|
Pro Rata Share of
Revolving B Credit
Commitments
|
||||||||||||
Bank of America, N.A.
|
$
|
147,368,421.06
|
18.421052632
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
Truist Bank
|
$
|
143,157,894.74
|
17.894736842
|
%
|
$
|
17,894,736.84
|
45.424181694
|
%
|
||||||||
Wells Fargo Bank, National Association
|
$
|
126,315,789.47
|
15.789473684
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
Coöperatieve Rabobank U.A., New York Branch
|
$
|
105,263,157.89
|
13.157894737
|
%
|
$
|
13,500,000.00
|
34.268537076
|
%
|
||||||||
Regions Bank
|
$
|
63,157,894.74
|
7.894736842
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
U.S. Bank National Association
|
$
|
63,157,894.74
|
7.894736842
|
%
|
$
|
8,000,000.00
|
20.307281230
|
%
|
||||||||
PNC Bank, National Association
|
$
|
58,947,368.42
|
7.368421053
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
First Horizon Bank
|
$
|
37,894,736.84
|
4.736842105
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
Pinnacle Bank
|
$
|
29,473,684.21
|
3.684210526
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
Synovus Bank
|
$
|
25,263,157.89
|
3.157894737
|
%
|
$
|
0.00
|
0.000000000
|
%
|
||||||||
TOTAL
|
$
|
800,000,000.00
|
100.000000000
|
%
|
$
|
39,394,736.84
|
100.000000000
|
%
|
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.
|
Date: February 23, 2021
|
/s/Sandra B. Cochran
|
Sandra B. Cochran, President and
|
Chief Executive Officer
|
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.
|
Date: February 23, 2021
|
/s/P. Douglas Couvillion
|
P. Douglas Couvillion, Senior Vice President and Interim Chief Financial 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: February 23, 2021
|
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: February 23, 2021
|
By:
|
/s/P. Douglas Couvillion
|
P. Douglas Couvillion
|
||
Senior Vice President and Interim Chief Financial Officer
|