x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
o
|
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, P.O. Box 787
Lebanon, Tennessee
(Address of principal executive offices)
|
37088-0787
(Zip code)
|
Large accelerated filer þ
|
Accelerated filer ¨
|
||
Non-accelerated filer ¨
|
Smaller reporting company ¨
|
PART I. FINANCIAL INFORMATION
|
Page
|
||
Item 1
|
|||
● Condensed Consolidated Financial Statements (Unaudited)
|
|||
3
|
|||
4
|
|||
5
|
|||
6
|
|||
Item 2
|
|||
18
|
|||
Item 3
|
|||
35
|
|||
Item 4
|
|||
35
|
|||
PART II. OTHER INFORMATION
|
|||
Item 1A
|
|||
36
|
|||
Item 2
|
|||
36
|
|||
Item 5
|
|||
36
|
|||
Item 6
|
|||
● Exhibits
|
37
|
||
38
|
ASSETS
|
April 27,
2012
|
July 29,
2011*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$ | 127,320 | $ | 52,274 | ||||
Property held for sale
|
884 | 950 | ||||||
Accounts receivable
|
19,107 | 12,279 | ||||||
Income taxes receivable
|
-- | 7,898 | ||||||
Inventories
|
131,004 | 141,547 | ||||||
Prepaid expenses and other current assets
|
12,333 | 9,000 | ||||||
Deferred income taxes
|
17,334 | 21,967 | ||||||
Total current assets
|
307,982 | 245,915 | ||||||
Property and equipment
|
1,722,418 | 1,673,873 | ||||||
Less: Accumulated depreciation and amortization of capital leases
|
705,949 | 664,709 | ||||||
Property and equipment – net
|
1,016,469 | 1,009,164 | ||||||
Other assets
|
56,301 | 55,805 | ||||||
Total assets
|
$ | 1,380,752 | $ | 1,310,884 |
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$ | 87,656 | $ | 99,679 | ||||
Current maturities of long-term debt and other long-term obligations
|
14,178 | 123 | ||||||
Income taxes payable
|
3,836 | -- | ||||||
Accrued interest expense
|
9,942 | 7,857 | ||||||
Dividend payable
|
15,493 | 5,018 | ||||||
Deferred revenue
|
40,873 | 32,630 | ||||||
Other current liabilities
|
124,238 | 121,796 | ||||||
Total current liabilities
|
296,216 | 267,103 | ||||||
Long-term debt
|
536,001 | 550,143 | ||||||
Interest rate swap liability
|
38,702 | 51,604 | ||||||
Other long-term obligations
|
108,117 | 105,661 | ||||||
Deferred income taxes
|
65,465 | 68,339 |
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; 23,225,767 shares issued and outstanding at April 27, 2012, and 22,840,974 shares issued and outstanding at July 29, 2011
|
232 | 228 | ||||||
Additional paid-in capital
|
22,878 | 7,081 | ||||||
Accumulated other comprehensive loss
|
(27,130 | ) | (38,032 | ) | ||||
Retained earnings
|
340,271 | 298,757 | ||||||
Total shareholders’ equity
|
336,251 | 268,034 | ||||||
Total liabilities and shareholders’ equity
|
$ | 1,380,752 | $ | 1,310,884 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 29,
|
April 27,
|
April 29,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Total revenue
|
$ | 608,514 | $ | 582,525 | $ | 1,880,185 | $ | 1,821,493 | ||||||||
Cost of goods sold
|
189,615 | 179,774 | 611,313 | 578,917 | ||||||||||||
Gross profit
|
418,899 | 402,751 | 1,268,872 | 1,242,576 | ||||||||||||
Labor and other related expenses
|
235,275 | 227,437 | 691,176 | 675,223 | ||||||||||||
Other store operating expenses
|
109,947 | 112,112 | 338,127 | 336,235 | ||||||||||||
Store operating income
|
73,677 | 63,202 | 239,569 | 231,118 | ||||||||||||
General and administrative expenses
|
34,569 | 33,955 | 108,500 | 103,899 | ||||||||||||
Impairment and store dispositions, net
|
-- | (1,958 | ) | -- | (1,874 | ) | ||||||||||
Operating income
|
39,108 | 31,205 | 131,069 | 129,093 | ||||||||||||
Interest expense
|
11,173 | 11,619 | 33,333 | 35,163 | ||||||||||||
Income before income taxes
|
27,935 | 19,586 | 97,736 | 93,930 | ||||||||||||
Provision for income taxes
|
8,961 | 4,432 | 29,351 | 26,265 | ||||||||||||
Net income
|
$ | 18,974 | $ | 15,154 | $ | 68,385 | $ | 67,665 | ||||||||
Net income per share:
|
||||||||||||||||
Basic
|
$ | 0.82 | $ | 0.66 | $ | 2.97 | $ | 2.94 | ||||||||
Diluted
|
$ | 0.81 | $ | 0.64 | $ | 2.93 | $ | 2.85 | ||||||||
Weighted average shares:
|
||||||||||||||||
Basic
|
23,132,730 | 23,048,279 | 22,990,544 | 23,039,388 | ||||||||||||
Diluted
|
23,535,765 | 23,602,333 | 23,329,230 | 23,705,155 | ||||||||||||
Dividends declared per share
|
$ | 0.65 | $ | 0.22 | $ | 1.15 | $ | 0.66 |
Nine Months Ended
|
||||||||
April 27,
|
April 29,
|
|||||||
2012
|
2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 68,385 | $ | 67,665 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
47,742 | 46,537 | ||||||
Loss (gain) on disposition of property and equipment
|
1,832 | (2,062 | ) | |||||
Impairment
|
-- | 2,175 | ||||||
Share-based compensation
|
9,430 | 7,335 | ||||||
Excess tax benefit from share-based compensation
|
(1,921 | ) | (2,338 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
10,543 | 12,084 | ||||||
Other current assets
|
(2,263 | ) | (560 | ) | ||||
Accounts payable
|
(12,023 | ) | (33,964 | ) | ||||
Accrued employee compensation
|
7,250 | (13,430 | ) | |||||
Deferred revenue
|
8,243 | 7,757 | ||||||
Other current liabilities
|
3,206 | (7,846 | ) | |||||
Other long-term assets and liabilities
|
1,461 | 5,825 | ||||||
Net cash provided by operating activities
|
141,885 | 89,178 | ||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(57,434 | ) | (59,410 | ) | ||||
Proceeds from sale of property and equipment
|
491 | 8,124 | ||||||
Proceeds from insurance recoveries of property and equipment
|
668 | 126 | ||||||
Net cash used in investing activities
|
(56,275 | ) | (51,160 | ) | ||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt
|
92,600 | 112,000 | ||||||
Principal payments under long-term debt and other long-term obligations
|
(92,704 | ) | (117,233 | ) | ||||
Proceeds from exercise of share-based compensation awards
|
16,729 | 20,107 | ||||||
Excess tax benefit from share-based compensation
|
1,921 | 2,338 | ||||||
Purchases and retirement of common stock
|
(12,279 | ) | (25,644 | ) | ||||
Deferred financing costs
|
(263 | ) | -- | |||||
Dividends on common stock
|
(16,568 | ) | (14,800 | ) | ||||
Net cash used in financing activities
|
(10,564 | ) | (23,232 | ) | ||||
Net increase in cash and cash equivalents
|
75,046 | 14,786 | ||||||
Cash and cash equivalents, beginning of period
|
52,274 | 47,700 | ||||||
Cash and cash equivalents, end of period
|
$ | 127,320 | $ | 62,486 | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$ | 29,593 | $ | 33,255 | ||||
Income taxes
|
$ | 11,764 | $ | 27,726 | ||||
Supplemental schedule of non-cash financing activity:
|
||||||||
Change in fair value of interest rate swaps
|
$ | 12,902 | $ | 14,970 | ||||
Change in deferred tax asset for interest rate swaps
|
$ | (2,000 | ) | $ | (3,065 | ) |
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 as
of April 27,
2012
|
|||||||||||||
Cash equivalents*
|
$ | 79,929 | $ | -- | $ | -- | $ | 79,929 | ||||||||
Deferred compensation plan assets**
|
30,421 | -- | -- | 30,421 | ||||||||||||
Total assets at fair value
|
$ | 110,350 | $ | -- | $ | -- | $ | 110,350 | ||||||||
Interest rate swap liability (see Note 5)
|
$ | -- | $ | 38,702 | $ | -- | $ | 38,702 | ||||||||
Total liabilities at fair value
|
$ | -- | $ | 38,702 | $ | -- | $ | 38,702 |
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 29,
2011
|
|||||||||||||
Cash equivalents*
|
$ | 29,548 | $ | -- | $ | -- | $ | 29,548 | ||||||||
Deferred compensation plan assets**
|
29,665 | -- | -- | 29,665 | ||||||||||||
Total assets at fair value
|
$ | 59,213 | $ | -- | $ | -- | $ | 59,213 | ||||||||
Interest rate swap liability (see Note 5)
|
$ | -- | $ | 51,604 | $ | -- | $ | 51,604 | ||||||||
Total liabilities at fair value
|
$ | -- | $ | 51,604 | $ | -- | $ | 51,604 |
3.
|
Inventories
|
April 27,
2012
|
July 29,
2011
|
|||||||
Retail
|
$ | 96,403 | $ | 108,829 | ||||
Restaurant
|
20,337 | 19,200 | ||||||
Supplies
|
14,264 | 13,518 | ||||||
Total
|
$ | 131,004 | $ | 141,547 |
4.
|
Debt
|
April 27,
2012
|
July 29,
2011
|
|||||||
Revolving credit facility expiring on July 8, 2016
|
$ | 318,750 | $ | 318,750 | ||||
Term loan payable on or before July 8, 2016
|
231,250 | 231,250 | ||||||
Note payable
|
169 | 246 | ||||||
550,169 | 550,246 | |||||||
Current maturities
|
(14,168 | ) | (103 | ) | ||||
Long-term debt
|
$ | 536,001 | $ | 550,143 |
5.
|
Derivative Instruments and Hedging Activities
|
Trade Date
|
Effective Date
|
Term
(in Years)
|
Notional Amount
|
Fixed
Rate
|
||||||||||
May 4, 2006
|
August 3, 2006
|
7 | $ | 550,000 | 5.57 | % | ||||||||
August 10, 2010
|
May 3, 2013
|
2 | 200,000 | 2.73 | % | |||||||||
July 25, 2011
|
May 3, 2013
|
2 | 50,000 | 2.00 | % | |||||||||
July 25, 2011
|
May 3, 2013
|
3 | 50,000 | 2.45 | % | |||||||||
September 19, 2011
|
May 3, 2013
|
2 | 25,000 | 1.05 | % | |||||||||
September 19, 2011
|
May 3, 2013
|
2 | 25,000 | 1.05 | % | |||||||||
December 7, 2011
|
May 3, 2013
|
3 | 50,000 | 1.40 | % |
Balance Sheet Location
|
April 27, 2012
|
July 29, 2011
|
|||||||
Interest rate swaps (See Note 2)
|
Interest rate swap liability
|
$ | 38,702 | $ | 51,604 |
Amount of Income Recognized in AOCL on
Derivatives (Effective Portion)
|
||||||||
Nine Months Ended
|
Year Ended
|
|||||||
April 27, 2012
|
July 29, 2011
|
|||||||
Cash flow hedges:
|
||||||||
Interest rate swaps
|
$ | 22,134 | $ | 14,677 |
Location of Loss
Reclassified from
AOCL into Income
(Effective Portion)
|
Amount of Loss Reclassified from AOCL into Income
(Effective Portion)
|
||||||||||||||||
Quarter Ended
|
Nine Months Ended
|
||||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
||||||||||||||
Cash flow hedges:
|
|||||||||||||||||
Interest rate swaps
|
Interest expense
|
$ | 7,222 | $ | 7,765 | $ | 22,134 | $ | 22,878 |
6.
|
Shareholders’ Equity
|
7.
|
Shareholder Rights Plan
|
|
●
|
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.
|
|
●
|
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.
|
8.
|
Comprehensive Income
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Net income
|
$ | 18,974 | $ | 15,154 | $ | 68,385 | $ | 67,665 | ||||||||
Other comprehensive income:
|
||||||||||||||||
Changes in fair value of interest rate swaps, net of tax
|
4,540 | 2,329 | 10,902 | 11,905 | ||||||||||||
Total comprehensive income
|
$ | 23,514 | $ | 17,483 | $ | 79,287 | $ | 79,570 |
9.
|
Seasonality
|
10.
|
Segment Information
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 500,025 | $ | 476,361 | $ | 1,485,065 | $ | 1,436,790 | ||||||||
Retail
|
108,489 | 106,164 | 395,120 | 384,703 | ||||||||||||
Total revenue
|
$ | 608,514 | $ | 582,525 | $ | 1,880,185 | $ | 1,821,493 |
11.
|
Share-Based Compensation
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Stock options
|
$ | 219 | $ | 482 | $ | 1,065 | $ | 1,669 | ||||||||
Nonvested stock
|
2,774 | 1,626 | 6,839 | 4,997 | ||||||||||||
Performance-based stock units
|
491 | 308 | 1,526 | 669 | ||||||||||||
$ | 3,484 | $ | 2,416 | $ | 9,430 | $ | 7,335 |
12.
|
Impairment and Store Dispositions, Net
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Impairment
|
$ | -- | $ | 2,175 | $ | -- | $ | 2,175 | ||||||||
Gains on disposition of stores
|
-- | (4,133 | ) | -- | (4,133 | ) | ||||||||||
Store closing costs
|
-- | -- | -- | 84 | ||||||||||||
Total
|
$ | -- | $ | (1,958 | ) | $ | -- | $ | (1,874 | ) |
13.
|
Restructuring
|
Liability at July 29, 2011
|
$ | 1,579 | ||
Severance
|
1,660 | |||
Payments
|
(1,261 | ) | ||
Adjustments
|
(190 | ) | ||
Liability at April 27, 2012
|
$ | 1,788 |
14.
|
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Net income per share numerator
|
$ | 18,974 | $ | 15,154 | $ | 68,385 | $ | 67,665 | ||||||||
Net income per share denominator:
|
||||||||||||||||
Weighted average shares
|
23,132,730 | 23,048,279 | 22,990,544 | 23,039,388 | ||||||||||||
Add potential dilution:
|
||||||||||||||||
Stock options and nonvested stock and stock awards
|
403,035 | 554,054 | 338,686 | 665,767 | ||||||||||||
Diluted weighted average shares
|
23,535,765 | 23,602,333 | 23,329,230 | 23,705,155 |
15.
|
Commitments and Contingencies
|
|
●
|
Enhancing the core by focusing on our six priorities for 2012 as described below, increasing average unit volume in existing stores and enhancing the competitive advantage of our unique and differentiated brand through innovation and productivity.
|
|
●
|
Expanding the footprint through a continued commitment to profitable new unit growth with a focus on best locations and flawless execution.
|
|
●
|
Extending the brand beyond our physical stores to create long term value through e-commerce and licensing.
|
|
●
|
New marketing messaging to better connect with our current and potential guests and reinforce the authentic value of the Cracker Barrel experience that has created such a powerful attraction to our brand.
|
|
●
|
Implementing refined menu and pricing strategies to increase the variety and everyday affordability of our menu in the face of ongoing challenges to our guests’ household budgets.
|
|
●
|
Enhancing our restaurant operating platform to generate sustained improvements in the guest experience.
|
|
●
|
Driving retail sales growth by continuing to review and modify as needed our retail assortment to deliver value and further enhance the role of the retail store in our guests overall experience.
|
|
●
|
Implementing initiatives to reduce costs to offset at least a portion of the impact of higher food commodity costs.
|
|
●
|
Leveraging our strong cash flow generation to both reinvest in the business as well as increase our return of capital to our shareholders.
|
|
●
|
We continued our gains in comparable store traffic and restaurant and retail sales with both comparable store traffic and sales out-performing the Knapp-Track™ Index for the quarter. Additionally, for the second consecutive quarter, we achieved positive comparable restaurant traffic.
|
|
●
|
We restructured and streamlined our field organization to better align our restaurant and retail operations under central leadership. We estimate that this restructuring will generate annual savings of approximately $5,000.
|
|
●
|
We continue to generate strong cash flow. As a result, we were able to deliver on our commitment to enhance shareholder value by declaring a quarterly dividend of $0.40 per share, which represents a sixty percent increase in our quarterly dividend, and also by repurchasing shares during the quarter.
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 29,
|
April 27,
|
April 29,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Total revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of goods sold
|
31.2 | 30.9 | 32.5 | 31.8 | ||||||||||||
Gross profit
|
68.8 | 69.1 | 67.5 | 68.2 | ||||||||||||
Labor and other related expenses
|
38.6 | 39.0 | 36.8 | 37.1 | ||||||||||||
Other store operating expenses
|
18.1 | 19.3 | 18.0 | 18.4 | ||||||||||||
Store operating income
|
12.1 | 10.8 | 12.7 | 12.7 | ||||||||||||
General and administrative expenses
|
5.7 | 5.8 | 5.7 | 5.7 | ||||||||||||
Impairment and store dispositions, net
|
-- | (0.4 | ) | -- | (0.1 | ) | ||||||||||
Operating income
|
6.4 | 5.4 | 7.0 | 7.1 | ||||||||||||
Interest expense
|
1.8 | 2.0 | 1.8 | 1.9 | ||||||||||||
Income before income taxes
|
4.6 | 3.4 | 5.2 | 5.2 | ||||||||||||
Provision for income taxes
|
1.5 | 0.8 | 1.6 | 1.5 | ||||||||||||
Net income
|
3.1 | % | 2.6 | % | 3.6 | % | 3.7 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Revenue in dollars:
|
||||||||||||||||
Total Revenue:
|
||||||||||||||||
Restaurant
|
$ | 500,025 | $ | 476,361 | $ | 1,485,065 | $ | 1,436,790 | ||||||||
Retail
|
108,489 | 106,164 | 395,120 | 384,703 | ||||||||||||
Total revenue
|
$ | 608,514 | $ | 582,525 | $ | 1,880,185 | $ | 1,821,493 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 29,
|
April 27,
|
April 29,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue by percentage relationships:
|
||||||||||||||||
Total Revenue:
|
||||||||||||||||
Restaurant
|
82.2 | % | 81.8 | % | 79.0 | % | 78.9 | % | ||||||||
Retail
|
17.8 | 18.2 | 21.0 | 21.1 | ||||||||||||
Total revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 29,
|
April 27,
|
April 29,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Open at beginning of period
|
608 | 597 | 603 | 593 | ||||||||||||
Open during period
|
5 | 4 | 10 | 8 | ||||||||||||
Open at the end of period
|
613 | 601 | 613 | 601 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
|
April 29,
|
April 27,
|
April 29,
|
|||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 817.9 | $ | 794.9 | $ | 2,443.4 | $ | 2,407.1 | ||||||||
Retail
|
177.4 | 177.2 | 650.1 | 644.5 | ||||||||||||
Total revenue
|
$ | 995.3 | $ | 972.1 | $ | 3,093.5 | $ | 3,051.6 |
Third Quarter
Increase
|
Nine Month
Period Increase
|
|||||||
Comparable store sales:
|
|
|||||||
Restaurant
|
3.1 | % | 1.7 | % | ||||
Retail
|
0.3 | 1.1 | ||||||
Restaurant and retail
|
2.6 | 1.5 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Cost of Goods Sold:
|
||||||||||||||||
Restaurant
|
$ | 135,301 | $ | 127,975 | $ | 401,453 | $ | 377,557 | ||||||||
Retail
|
54,314 | 51,799 | 209,860 | 201,360 | ||||||||||||
Total Cost of Goods Sold
|
$ | 189,615 | $ | 179,774 | $ | 611,313 | $ | 578,917 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Restaurant Cost of Goods Sold
|
27.1 | % | 26.9 | % | 27.0 | % | 26.3 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Retail Cost of Goods Sold
|
50.1 | % | 48.8 | % | 53.1 | % | 52.3 | % |
Third Quarter
Increase (Decrease) as a
Percentage of Retail Revenue
|
||||
Cost of purchases
|
0.7 | % | ||
Freight costs
|
0.2 | % | ||
Markdowns
|
0.1 | % |
Nine Months
Increase (Decrease) as a
Percentage of Retail Revenue
|
||||
Retail inventory valuation reserves
|
0.4 | % | ||
Cost of purchases
|
0.3 | % |
Third Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Store hourly labor
|
(0.4 | %) | ||
Employee health care expenses
|
(0.3 | %) | ||
Store bonus expense
|
0.4 | % |
Nine Month Period
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Store hourly labor
|
(0.3 | %) | ||
Employee health care expenses
|
(0.2 | %) | ||
Payroll taxes
|
0.1 | % |
Third Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Advertising expense
|
(0.5 | %) | ||
Utilities expense
|
(0.2 | %) | ||
Supplies expense
|
(0.1 | %) | ||
Credit card fees
|
(0.1 | %) | ||
General insurance expense
|
(0.1 | %) |
Nine Month Period
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Litigation settlement
|
(0.2 | %) | ||
Credit card fees
|
(0.1 | %) | ||
Maintenance expense
|
(0.1 | %) | ||
Utilities expense
|
(0.1 | %) | ||
Advertising expense
|
0.2 | % |
Third Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Payroll and related expenses
|
(0.4 | %) | ||
Incentive compensation
|
0.2 | % | ||
Severance related to April 2012 restructuring
|
0.2 | % |
Nine Month Period
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Payroll and related expenses
|
(0.4 | %) | ||
Expenses related to December 2011 proxy contest
|
0.3 | % | ||
Manager meeting conference expense
|
0.1 | % | ||
Severance related to April 2012 restructuring
|
0.1 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 27,
2012
|
April 29,
2011
|
April 27,
2012
|
April 29,
2011
|
|||||||||||||
Impairment
|
$ | -- | $ | 2,175 | $ | -- | $ | 2,175 | ||||||||
Gains on disposition of stores
|
-- | (4,133 | ) | -- | (4,133 | ) | ||||||||||
Store closing costs
|
-- | -- | -- | 84 | ||||||||||||
Total
|
$ | -- | $ | (1,958 | ) | $ | -- | $ | (1,874 | ) |
|
●
|
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
|
|
●
|
Unredeemed Gift Cards
|
|
●
|
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 three-year performance period.
|
|
●
|
The risk-free interest rate is based on the U.S. Treasury rate assumption commensurate with the three-year performance period.
|
|
●
|
The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the three-year performance period.
|
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
|
|||||||||
1/28/12 – 2/24/12
|
-- | -- | -- |
Indeterminate (2)
|
|||||||||
2/25/12 – 3/23/12
|
220,400 | $ | 55.71 | 220,400 |
Indeterminate (2)
|
||||||||
3/24/12 – 4/27/12
|
-- | -- | -- |
Indeterminate (2)
|
|||||||||
Total for the quarter
|
220,400 | $ | 55.71 | 220,400 |
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, we have been authorized by our Board of Directors, on September 13, 2011, to repurchase shares during 2012. See Note 7 to our Consolidated Financial Statements contained in the 2011 Form 10-K.
|
|
●
|
3.00 (for Douglas E. Barber) or 2.00 (for all other signatory named executive officers) times the sum of (i) their average base salary during the three years prior to termination and (ii) their average bonus payments during the three years prior to termination;
|
|
●
|
18 months’ continuation of benefits under COBRA, reimbursed by the Company; and
|
|
●
|
Acceleration of all unvested equity awards (stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, market stock units).
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
||
Date: 5/22/12
|
By:
|
/s/Lawrence E. Hyatt
|
Lawrence E. Hyatt, Senior Vice President and Chief Financial Officer
|
||
Date: 5/22/12
|
By:
|
/s/P. Douglas Couvillion
|
P. Douglas Couvillion, Vice President, Corporate Controller and Principal Accounting Officer
|
INDEX TO EXHIBITS
|
|
Exhibit
|
|
3.1
|
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 on February 24, 2012)
|
3.2
|
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 on April 10, 2012)
|
4.1
|
Rights Agreement, dated as of April 9, 2012, between Cracker Barrel Old Country Store, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Articles of Amendment to the Amended and Restated Charter as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 10, 2012)
|
10.1
|
First Amendment to Credit Agreement dated as of April 24, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 26, 2012)
|
Form of Change in Control and Severance Agreement between Cracker Barrel Old Country Store, Inc., and certain of its named executive officers. This form of change in control and severance agreement is one of three substantially identical change in control and severance agreements executed by Cracker Barrel Old Country Store, Inc. and its applicable named executive officers on dated May 22, 2012 (and is accompanied by a schedule which identifies material details in which each individual agreement differs from the form filed herewith). †
|
|
Schedule identifying material differences among the Change in Control and Severance Agreements. † (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)
|
(a)
|
personal dishonesty or willful misconduct in connection with any material aspect of your duties to the Company;
|
(b)
|
breach of fiduciary duty;
|
(c)
|
your conviction for, or your pleading guilty or no contest to, any felony or crime involving moral turpitude; or
|
(d)
|
your willful or intentional misconduct that causes (or is reasonably believed by the Company to have caused) material and demonstrable injury, monetarily or otherwise, to the Company;
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
|||
By:
|
|||
Company Employee’s Signature: |
Please Print or Type Name: |
Please Print or Type Title: |
Position
|
Severance Benefit
|
Senior Vice President and General Counsel
|
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)
|
1.
|
I understand that any payments or benefits paid (or the right to obtain such payments or benefits granted to me subject to compliance with Section 5) under Section 2 or 3 of the Agreement represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in Section 2 or Section 3 of the Agreement unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. Such payments and benefits will not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or its affiliates. I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.
|
2.
|
Except as provided in paragraph 4 below, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; the Genetic Information Nondiscrimination Act of 2008; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “Claims”).
|
3.
|
I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.
|
4.
|
In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending charge or complaint of the type described in paragraph 2 as of the execution of this General Release.
|
5.
|
I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.
|
6.
|
I agree that if I violate this General Release by suing the Company or the other Released Parties for any claim that does not arise under the Age Discrimination in Employment Act, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement.
|
7.
|
I agree that this General Release is confidential and agree not to disclose any information regarding the terms of this General Release, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction.
|
8.
|
Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), any other self-regulatory organization or governmental entity.
|
9.
|
I agree to reasonably cooperate with the Company in any internal investigation, any administrative, regulatory, or judicial proceeding or any dispute with a third party.
|
10.
|
I agree not to disparage the Company, its past and present investors, officers, directors or employees or its affiliates and to keep all confidential and proprietary information about the past or present business affairs of the Company and its affiliates confidential in accordance with the terms of the Agreement unless a prior written release from the Company is obtained. I further agree that as of the date hereof, I have returned to the Company any and all property, tangible or intangible, relating to its business, which I possessed or had control over at any time (including, but not limited to, Company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data) and that I shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data. Nothing in this Agreement will prohibit the making of any truthful statements made by any Person in response to a lawful subpoena or legal proceeding or to enforce such Person’s rights under this Agreement, or any other agreement between you, the Company, and its Subsidiaries.
|
11.
|
Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect (i) any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof, (ii) any rights or obligations under applicable law which cannot be waived or released pursuant to an agreement, (iii) any rights to payments or benefits under Section 2 or Section 3 of the Agreement, (iv) my rights of indemnification and directors and officers insurance coverage to which I may be entitled solely with regards to my service as an officer or director of the Company; (v) my rights with regard to accrued benefits under any employee benefit plan, policy or arrangement maintained by the Company or under COBRA; and (vi) my rights as a stockholder or other equityholder of the Company and/or its affiliates.
|
12.
|
Whenever possible, each provision of this General Release shall be interpreted in, such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
|
(a)
|
I HAVE READ IT CAREFULLY;
|
(b)
|
I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;
|
(c)
|
I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
|
(d)
|
I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION, I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;
|
(e)
|
I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON [_______________ __, _____] TO CONSIDER IT;
|
(f)
|
THE CHANGES TO THE AGREEMENT SINCE [_______________ ___, _____] EITHER ARE NOT MATERIAL OR WERE MADE AT MY REQUEST.
|
(g)
|
I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;
|
(h)
|
I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
|
(i)
|
I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
|
DATE: | ||||
Name: |
(Print) |
By:
|
|
Title:
|
Date:
|
DATE: | |||||
Name: | |||||
(Print) |
Severance Benefits
|
Severance Benefits Upon
Change of Control
|
||
Douglas E. Barber,
Executive Vice President and
Chief People Officer
|
18 months base salary
|
3.00 times average annual salary plus average bonus during 3 years preceding termination
|
|
Senior Vice President,
Strategic Initiatives
|
12 months base salary plus one additional week of severance for each year of service in excess of 15 years*
|
2.00 times average annual salary plus average bonus during 3 years preceding termination
|
|
Lawrence E. Hyatt,
Senior Vice President and
Chief Financial Officer
|
12 months base salary plus one additional week of severance for each year of service in excess of 15 years*
|
2.00 times average annual salary plus average bonus during 3 years preceding termination
|
|
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: May 22, 2012 | |||
/s/Sandra B. Cochran | |||
Sandra B. Cochran, President and | |||
Chief Executive Officer |
|
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: May 22, 2012
|
|||
/s/Lawrence E. Hyatt | |||
Lawrence E. Hyatt, Senior Vice President | |||
and 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: May 22, 2012 |
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 22, 2012 |
By:
|
/s/Lawrence E. Hyatt | |
Lawrence E. Hyatt, | |||
Senior Vice President and Chief Financial Officer |
Segment Information (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Apr. 27, 2012
|
Apr. 29, 2011
|
Apr. 27, 2012
|
Apr. 29, 2011
|
|
Segment Information [Line Items] | ||||
Revenue | $ 608,514 | $ 582,525 | $ 1,880,185 | $ 1,821,493 |
Restaurant [Member]
|
||||
Segment Information [Line Items] | ||||
Revenue | 500,025 | 476,361 | 1,485,065 | 1,436,790 |
Retail [Member]
|
||||
Segment Information [Line Items] | ||||
Revenue | $ 108,489 | $ 106,164 | $ 395,120 | $ 384,703 |
Inventories (Details) (USD $)
In Thousands, unless otherwise specified |
Apr. 27, 2012
|
Jul. 29, 2011
|
|||
---|---|---|---|---|---|
Inventories [Abstract] | |||||
Retail | $ 96,403 | $ 108,829 | |||
Restaurant | 20,337 | 19,200 | |||
Supplies | 14,264 | 13,518 | |||
Total | $ 131,004 | $ 141,547 | [1] | ||
|
Comprehensive Income (Tables)
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 27, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive Income [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | Comprehensive income consisted of the following at:
|
Restructuring (Details) (USD $)
In Thousands, unless otherwise specified |
9 Months Ended | 12 Months Ended |
---|---|---|
Apr. 27, 2012
|
Jul. 29, 2011
|
|
Restructuring [Abstract] | ||
Number of management and staff positions eliminated | 20 | 60 |
Restructuring liability [Roll forward] | ||
Liability at beginning of period | $ 1,579 | |
Severance | 1,660 | |
Payments | (1,261) | |
Adjustments | (190) | |
Liability at end of period | $ 1,788 | $ 1,579 |
Debt
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 27, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
Long-term debt consisted of the following at:
The Company's $750,000 credit facility (the "Credit Facility") consists of a term loan and a $500,000 revolving credit facility (the "Revolving Credit Facility"). At April 27, 2012, the Company had $318,750 of outstanding borrowings under the Revolving Credit Facility and $28,606 of standby letters of credit, which reduce the Company's availability under the Revolving Credit Facility (see Note 15). At April 27, 2012, the Company had $152,644 in borrowing availability under the Revolving Credit Facility. In accordance with the Credit Facility, outstanding borrowings bear interest, at the Company's election, either at LIBOR or prime plus a percentage point spread based on certain specified financial ratios. As of April 27, 2012, the Company's outstanding borrowings were swapped at a weighted average interest rate of 7.57% (see Note 5 for information on the Company's interest rate swaps). The Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. At April 27, 2012, the Company was in compliance with all debt covenants. The Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. In April 2012, the Company amended the Credit Facility to provide more flexibility with regard to the dividends the Company is permitted to pay as well as the amount of shares the Company is able to repurchase. Under the amended Credit Facility, if there is no default existing and the total of the Company's availability under the Revolving Credit Facility plus the Company's cash and cash equivalents on hand is at least $100,000 (the "liquidity requirements"), the Company may declare and pay cash dividends on shares of its common stock if the aggregate amount of dividends paid in any fiscal year is less than 20% of Consolidated EBITDA from continuing operations (as defined in the Credit Facility) (the "20% limitation") during the immediately preceding fiscal year. In any event, as long as the liquidity requirements are met, dividends may be declared and paid in any fiscal year up to the amount of dividends permitted and paid in the preceding fiscal year without regard to the 20% limitation. The note payable consists of a five-year note with a vendor with an original principal amount of $507 and represents the financing of prepaid maintenance for telecommunications equipment. The note payable is payable in monthly installments of principal and interest of $9 through October 16, 2013 and bears interest at 2.88% per year. |