Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
(Address of principal executive offices)
|
|
(Zip code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)
|
|
(Nasdaq Global Select Market)
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
Emerging growth company
|
|
Document from which Portions
are Incorporated by Reference
|
Part of Form 10-K
into which incorporated
|
|
|
|
|
1.
|
Proxy Statement for Annual Meeting of
|
Part III
|
|
Shareholders to be held November 16, 2023
|
|
|
(the “2023 Proxy Statement”)
|
|
PAGE
|
||
PART I
|
||
4
|
||
ITEM 1.
|
5
|
|
ITEM 1A.
|
13
|
|
ITEM 1B.
|
27
|
|
ITEM 2.
|
27
|
|
ITEM 3.
|
28
|
|
ITEM 4.
|
28
|
|
29
|
||
PART II
|
||
ITEM 5.
|
30
|
|
ITEM 6.
|
30
|
|
ITEM 7.
|
31
|
|
ITEM 7A.
|
45 | |
ITEM 8.
|
47 | |
ITEM 9.
|
74 | |
ITEM 9A.
|
74 | |
ITEM 9B.
|
76 | |
ITEM 9C.
|
76 | |
PART III
|
||
ITEM 10.
|
76 | |
ITEM 11.
|
77 | |
ITEM 12.
|
77 | |
ITEM 13.
|
77 | |
ITEM 14.
|
77 | |
PART IV
|
||
ITEM 15.
|
77 | |
77 | ||
81 |
Price Range
|
||||
Breakfast
|
$
|
6.99 to $17.49
|
||
Lunch and Dinner
|
$
|
5.19 to $19.49
|
Percentage of
Restaurant
Sales in 2023
|
|||
Breakfast Day-Part (until 11:00 a.m.)
|
25%
|
||
Lunch Day-Part (11:00 a.m. to 4:00 p.m.)
|
40%
|
||
Dinner Day-Part (4:00 p.m. to close)
|
35%
|
Percentage of
Retail Sales in
2023
|
|||
Apparel and Accessories
|
30%
|
||
Food
|
18%
|
||
Décor
|
14%
|
||
Toys
|
14%
|
||
Bed and Bath
|
7%
|
Percentage of
Food Purchases
in 2023
|
|||
Poultry
|
14%
|
||
Fruits and vegetables
|
14%
|
||
Dairy (including eggs)
|
13%
|
||
Beef
|
11%
|
||
Pork
|
10%
|
- |
AMPT (“Advancing Modern Professionals for Tomorrow”): Aims to connect and empower modern professionals by promoting a community of inclusive, ambitious, and diverse members that unify through Cracker Barrel to equip our community and
leaders for the future;
|
- |
Be Bold: Cultivates and develops Black Leaders within the Cracker Barrel organization utilizing allyship, mentorship, and education to create a path to continued excellence as well as a vibrant and diverse community;
|
- |
B-WELL: Improving the employee experience by sponsoring health and wellness activities that nurture employees’ physical, emotional, financial and intellectual wellbeing;
|
- |
HOLA (“Hispanic Organization for Leadership and Advancement"): Promoting Hispanic and Latino culture through hiring, developing and retaining talent within Cracker Barrel;
|
- |
LGBTQ+ Alliance: Promoting LGBTQ+ Awareness and Building Workplace Inclusion;
|
- |
SERVE: Advocating for leadership and development opportunities for Veterans, fostering an environment of networking and volunteerism and focusing on recruitment, retention and advancement; and
|
- |
Women’s Connect: Inspiring Women Leaders.
|
• |
Extensive requirements for food supplier approval;
|
• |
Ongoing third-party food safety audits of food production and distribution centers;
|
• |
Periodic food product audits conducted by Cracker Barrel quality assurance team;
|
• |
Rigid processes to ensure new or alternative source suppliers deliver food products to exact specifications;
|
• |
Third-party testing of retail non-food products to ensure compliance with all specifications and Federal regulations;
|
• |
Food safety audits conducted on all Cracker Barrel locations three times per year;
|
• |
Ensuring a pest free environment in our locations though a stringent pest control process;
|
• |
Monitoring of all national and local food safety regulations pertaining to both food products and store operations;
|
• |
Monitoring of all health department inspections of all Cracker Barrel locations; and
|
• |
Monitoring and responding to:
|
o |
Food borne illness outbreaks,
|
o |
Food and product recalls, and
|
o |
Pandemic situations, e.g., COVID-19.
|
ITEM 1A. |
RISK FACTORS
|
• |
tariffs, trade barriers, sanctions, import limitations and other trade restrictions by the U.S. government on products or components shipped from foreign sources (particularly, the People’s Republic of China);
|
• |
fluctuating currency exchange rates or control regulations;
|
• |
foreign government regulations;
|
• |
product testing regulations;
|
• |
foreign political and economic instability; and
|
• |
disruptions due to labor stoppages, strikes or slowdowns, or other disruptions, involving our vendors or the transportation and handling industries.
|
• |
responding to public proposals and director nominations, special meeting requests and other actions by activist shareholders can disrupt our operations, be costly and time-consuming, and divert the attention of
our management and employees;
|
• |
perceived uncertainties as to our future direction may result in the loss of potential business opportunities, and may make it more difficult to attract and retain qualified personnel and business partners;
|
• |
claims made by activist shareholders in connection with a proxy contest or otherwise may harm our reputation, damage our relations with customers, employees and business relations such as suppliers, or otherwise
impair our business; and
|
• |
pursuit of an activist shareholder’s agenda may adversely affect our ability to effectively implement our business strategy and create additional value for our shareholders.
|
• |
increases and decreases in guest traffic, average weekly sales, restaurant and retail sales and restaurant profitability;
|
• |
inflationary and other market conditions that affect the costs and availability of commodities, labor, energy, fuel, transportation and other inputs necessary to operate our stores effectively in a manner consistent with our strategy;
|
• |
the rate at which we open new stores, the timing of new store openings and the related high initial operating costs;
|
• |
changes in advertising and promotional activities and expansion into new markets; and
|
• |
impairment of long-lived assets and any loss on store closures.
|
State
|
Owned
|
Leased
|
State
|
Owned
|
Leased
|
||||||||||||
Tennessee
|
29
|
30
|
California
|
0
|
7
|
||||||||||||
Florida
|
31
|
50
|
New Jersey
|
0
|
6
|
||||||||||||
Texas
|
19
|
44
|
Kansas
|
3
|
2
|
||||||||||||
Georgia
|
26
|
27
|
Wisconsin
|
5
|
0
|
||||||||||||
North Carolina
|
17
|
27
|
Colorado
|
3
|
1
|
||||||||||||
Kentucky
|
22
|
17
|
Massachusetts
|
0
|
4
|
||||||||||||
Alabama
|
19
|
15
|
New Mexico
|
1
|
3
|
||||||||||||
Ohio
|
22
|
12
|
Utah
|
4
|
0
|
||||||||||||
Virginia
|
15
|
19
|
Idaho
|
2
|
1
|
||||||||||||
Indiana
|
20
|
8
|
Iowa
|
3
|
0
|
||||||||||||
South Carolina
|
13
|
15
|
Connecticut
|
1
|
1
|
||||||||||||
Pennsylvania
|
8
|
17
|
Montana
|
2
|
0
|
||||||||||||
Illinois
|
19
|
2
|
Nebraska
|
1
|
1
|
||||||||||||
Missouri
|
13
|
4
|
Nevada
|
0
|
2
|
||||||||||||
Michigan
|
12
|
3
|
Delaware
|
0
|
1
|
||||||||||||
Arizona
|
2
|
12
|
Maine
|
0
|
1
|
||||||||||||
Mississippi
|
9
|
4
|
Minnesota
|
1
|
0
|
||||||||||||
Arkansas
|
5
|
7
|
New Hampshire
|
1
|
0
|
||||||||||||
Louisiana
|
8
|
2
|
North Dakota
|
1
|
0
|
||||||||||||
Maryland
|
3
|
6
|
Oregon
|
0
|
1
|
||||||||||||
New York
|
8
|
1
|
Rhode Island
|
0
|
1
|
||||||||||||
West Virginia
|
3
|
6
|
South Dakota
|
1
|
0
|
||||||||||||
Oklahoma
|
6
|
2
|
358
|
362
|
ITEM 3. |
LEGAL PROCEEDINGS
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
Name
|
Age
|
Position with the Company
|
Sandra B. Cochran*
|
65
|
President and Chief Executive Officer
|
Julie F. Masino*
|
52
|
Chief Executive Officer - Elect
|
Craig A. Pommells
|
48
|
Senior Vice President and Chief Financial Officer and Principal Accounting Officer
|
J. Mark Spurgin
|
55
|
Senior Vice President, Chief Restaurant Supply Chain Officer
|
Laura A. Daily
|
59
|
Senior Vice President, Retail
|
Cammie Spillyards-Schaefer
|
46
|
Senior Vice President, Operations
|
Richard M. Wolfson
|
57
|
Senior Vice President, General Counsel and Secretary
|
Bruce A. Hoffmeister
|
62
|
Senior Vice President, Chief Information Officer
|
Donna L. Roberts
|
48
|
Senior Vice President and Chief Human Resources Officer
|
ITEM 5. |
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6. |
RESERVED
|
ITEM 7. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
• |
Executive Overview – a general description of our business, the restaurant and retail industries, our strategic priorities and our key performance indicators.
|
• |
Results of Operations – an analysis of our consolidated statements of income for the three years presented in our Consolidated Financial Statements.
|
• |
Liquidity and Capital Resources – an analysis of our primary sources of liquidity, capital expenditures and material commitments.
|
• |
Critical Accounting Estimates – a discussion of accounting policies that require critical judgments and estimates.
|
• |
Delivering an exceptional guest experience;
|
• |
Emphasizing and protecting our strong value proposition;
|
• |
Accelerating frequency of visits among our growth segments; and
|
• |
Enhancing our business model through our cost savings program and investing in technology.
|
• |
Comparable store restaurant sales increase/(decrease): To calculate comparable store restaurant sales increase/(decrease), we determine total restaurant sales of stores open at least six full quarters before the beginning of the
applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant sales for the current year period from total comparable store restaurant sales for the applicable historical period to calculate the
absolute dollar change. To calculate comparable store restaurant sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant sales for the historical period.
|
• |
Comparable store average restaurant sales: To calculate comparable store average restaurant sales, we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured
on comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable store retail sales increase/(decrease): To calculate comparable store retail sales increase/(decrease), we determine total retail sales of stores open at least six full quarters before the beginning of the applicable
period, measured on comparable calendar weeks. We then subtract total comparable store retail sales for the current year period from total comparable store retail sales for the applicable historical period to calculate the absolute dollar
change. To calculate comparable store retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store retail sales for the historical period.
|
• |
Comparable store retail average weekly sales: To calculate comparable store average retail sales, we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on
comparable calendar weeks, and divide by the number of comparable stores for the applicable period.
|
• |
Comparable restaurant guest traffic increase/(decrease): To calculate comparable restaurant guest traffic increase/(decrease), we determine the number of entrees sold in our dine-in and off-premise business from stores open at least
six full quarters at the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total entrees sold for the current year period from total entrees sold for the applicable historical period to calculate the
absolute numerical change. To calculate comparable restaurant guest traffic increase/(decrease), which we express as a percentage, we divide the absolute numerical change by the total entrees sold for the historical period.
|
• |
Average check increase per guest: To calculate average check per guest, we determine comparable store restaurant sales, as described above, and divide by comparable guest traffic, as described above. We then subtract average check
per guest for the current year period from average check per guest for the applicable historical period to calculate the absolute dollar change. The absolute dollar change is divided by the prior year average check number to calculate
average check increase per guest, which we express as a percentage.
|
Relationship to Total Revenue
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||
Cost of goods sold (exclusive of depreciation and rent)
|
32.8
|
32.1
|
30.7
|
|||||||||
Labor and other related expenses
|
35.1
|
35.2
|
34.8
|
|||||||||
Other store operating expenses
|
23.2
|
23.2
|
24.0
|
|||||||||
General and administrative
|
5.0
|
4.8
|
5.2
|
|||||||||
Gain on sale and leaseback transactions
|
—
|
—
|
(7.7
|
)
|
||||||||
Impairment and store closing costs
|
0.4
|
—
|
—
|
|||||||||
Operating income
|
3.5
|
4.7
|
13.0
|
|||||||||
Interest expense
|
0.5
|
0.3
|
2.0
|
|||||||||
Income before income taxes
|
3.0
|
4.4
|
11.0
|
|||||||||
Provision for income taxes
|
0.1
|
0.4
|
2.0
|
|||||||||
Net income
|
2.9
|
4.0
|
9.0
|
2023
|
2022
|
2021
|
||||||||||
Revenue in dollars(1):
|
||||||||||||
Restaurant
|
$
|
2,740,866
|
$
|
2,565,628
|
$
|
2,227,246
|
||||||
Retail
|
701,942
|
702,158
|
594,198
|
|||||||||
Total revenue
|
$
|
3,442,808
|
$
|
3,267,786
|
$
|
2,821,444
|
||||||
Total revenue percentage increase
|
5.4
|
%
|
15.8
|
%
|
11.8
|
%
|
||||||
Total revenue by percentage relationships:
|
||||||||||||
Restaurant
|
79.6
|
%
|
78.5
|
%
|
78.9
|
%
|
||||||
Retail
|
20.4
|
%
|
21.5
|
%
|
21.1
|
%
|
||||||
Comparable number of stores
|
659
|
659
|
655
|
|||||||||
Comparable store sales averages per store: (1)
|
||||||||||||
Restaurant
|
$
|
4,047
|
$
|
3,804
|
$
|
3,312
|
||||||
Retail
|
1,049
|
1,052
|
890
|
|||||||||
Total
|
$
|
5,096
|
$
|
4,856
|
$
|
4,202
|
||||||
Restaurant average weekly sales (2)
|
$
|
77.7
|
$
|
72.9
|
$
|
63.4
|
||||||
Retail average weekly sales (2)
|
20.3
|
20.3
|
17.2
|
|||||||||
Average check increase
|
9.8
|
%
|
7.0
|
%
|
3.1
|
%
|
||||||
Comparable restaurant guest traffic increase/(decrease) (3)
|
(3.5
|
%)
|
8.0
|
%
|
5.3
|
%
|
Period to Period
Increase (Decrease)
|
||||||||
2023 vs 2022
|
2022 vs 2021
|
|||||||
(659 Stores)
|
(659 Stores)
|
|||||||
Restaurant
|
6.3
|
%
|
15.0
|
%
|
||||
Retail
|
(0.4
|
%)
|
18.2
|
|||||
Restaurant & Retail
|
4.9
|
%
|
15.7
|
%
|
2023
|
2022
|
2021
|
||||||||||
Cost of Goods Sold:
|
||||||||||||
Restaurant
|
$
|
769,295
|
$
|
706,125
|
$
|
567,825
|
||||||
Retail
|
358,322
|
343,759
|
297,436
|
|||||||||
Total Cost of Goods Sold
|
$
|
1,127,617
|
$
|
1,049,884
|
$
|
865,261
|
2023
|
2022
|
2021
|
||||||||||
Restaurant Cost of Goods Sold
|
28.1
|
%
|
27.5
|
%
|
25.5
|
%
|
2023
|
2022
|
2021
|
||||||||||
Retail Cost of Goods Sold
|
51.1
|
%
|
49.0
|
%
|
50.1
|
%
|
2023 Compared to 2022
Increase as a Percentage
of Total Retail Revenue
|
||||
Markdowns
|
1.7
|
%
|
||
Freight expense
|
0.5
|
%
|
2022 Compared to 2021
(Decrease) Increase as
a Percentage of Total
Retail Revenue
|
||||
Markdowns
|
(1.4
|
%)
|
||
Provision for obsolete inventory
|
0.4
|
%
|
2023
|
2022
|
2021
|
||||||||||
Labor and other related expenses
|
35.1
|
%
|
35.2
|
%
|
34.8
|
%
|
2023 Compared to 2022
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Employee health care expense
|
(0.2
|
%)
|
||
Store management compensation
|
(0.1
|
%)
|
||
Store hourly labor
|
0.2
|
%
|
2022 Compared to 2021
Increase (Decrease) as a
Percentage of Total Revenue |
||||
Store hourly labor
|
1.1
|
%
|
||
Store management compensation
|
(0.7
|
%)
|
2023
|
2022
|
2021
|
||||||||||
Other store operating expenses
|
23.2
|
%
|
23.2
|
%
|
24.0
|
%
|
2022 Compared to 2021
(Decrease) Increase as a
Percentage of Total Revenue
|
||||
Store occupancy costs
|
(0.7
|
%)
|
||
Advertising
|
(0.2
|
%)
|
||
Other store expenses
|
0.2
|
%
|
2023
|
2022
|
2021
|
||||||||||
General and administrative expenses
|
5.0
|
%
|
4.8
|
%
|
5.2
|
%
|
2023
|
||||
Impairment
|
$
|
11,692
|
||
Store closing costs
|
2,307
|
|||
Total
|
$
|
13,999
|
2023
|
2022
|
2021
|
||||||||||
Interest expense
|
$
|
17,006
|
$
|
9,620
|
$
|
56,108
|
2023
|
2022
|
2021
|
||||||||||
Effective tax rate
|
4.4
|
%
|
8.0
|
%
|
18.0
|
%
|
2023
|
2022
|
2021
|
||||||||||
Net cash provided by operating activities
|
$
|
250,457
|
$
|
205,253
|
$
|
301,903
|
||||||
Net cash provided by (used in) investing activities
|
(124,319
|
)
|
(98,499
|
)
|
78,330
|
|||||||
Net cash used in financing activities
|
(146,096
|
)
|
(206,242
|
)
|
(672,636
|
)
|
||||||
Net decrease in cash and cash equivalents
|
$
|
(19,958
|
)
|
$
|
(99,488
|
)
|
$
|
(292,403
|
)
|
Payments due by Years
|
||||||||||||||||||||
Contractual Obligations (a)
|
Total
|
2024
|
2025-2026
|
2027-2028
|
After 2028
|
|||||||||||||||
2022 Revolving Credit Facility (b) | $ | 120,000 | $ |
— | $ | — | $ | 120,000 | $ | — | ||||||||||
Convertible Debt (c)
|
|
305,625
|
|
1,875
|
|
303,750
|
|
—
|
|
—
|
||||||||||
Leases (d)
|
1,134,447
|
82,360
|
144,086
|
134,309
|
773,692
|
|||||||||||||||
Purchase obligations (e)
|
156,455
|
108,561
|
29,946
|
13,831
|
4,117
|
|||||||||||||||
Other long-term obligations (f)
|
32,366
|
—
|
2,711
|
76
|
29,579
|
|||||||||||||||
Total contractual cash obligations
|
$
|
1,748,893
|
$
|
192,796
|
$
|
480,493
|
$
|
268,216
|
$
|
807,388
|
Amount of Commitment Expirations by Years
|
||||||||||||||||||||
Total
|
2024
|
2025-2026
|
2027-2028
|
After 2028
|
||||||||||||||||
2022 Revolving Credit Facility(b) | $ | 700,000 | $ | — | $ | — | $ | 700,000 | $ | — | ||||||||||
Convertible Debt (c)
|
|
300,000
|
|
—
|
|
300,000
|
|
—
|
|
—
|
||||||||||
Standby letters of credit(g)
|
31,896
|
25,502
|
6,394
|
—
|
—
|
|||||||||||||||
Total commitments
|
$
|
1,031,896
|
$
|
25,502
|
$
|
306,394
|
$
|
700,000
|
$
|
—
|
(a) |
At July 28, 2023, the entire liability for uncertain tax positions (including penalties and interest) is classified as a long-term liability. At this time, we are unable to make a reasonably reliable estimate of the amounts and timing of
payments in individual years because of uncertainties in the timing of the effective settlement of tax positions. As such, the liability for uncertain tax positions of $17,572 is not included in the contractual cash obligations and
commitments table above.
|
(b) |
Our 2022 Revolving Credit Facility expires on June 17, 2027. Using our weighted average interest rate of 6.79% at July 28, 2023 and the outstanding borrowings at July 28, 2023, we anticipate having interest payments of $8,398, $16,478 and
$7,243 in 2024, 2025-2026 and 2027, respectively. Based on our outstanding borrowings and our standby letters of credit at July 28, 2023 and our current unused commitment fee as defined in the 2022 Revolving Credit Facility, our unused
commitment fees in 2024, 2025-2026 and 2027 would be $1,694, $3,325 and $1,462, respectively; however, the actual amount will differ based on actual usage of the 2022 Revolving Credit Facility.
|
(c)
|
Our $300,000 aggregate principal amount of 0.625% Convertible Senior Notes mature on June 15, 2026. The Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and
December 15 of each year.
|
(d) |
Includes base lease terms and certain optional renewal periods for which, at the inception of the lease, it is reasonably certain that we will exercise.
|
(e) |
Purchase obligations consist of purchase orders for food and retail merchandise; purchase orders for capital expenditures, supplies, other operating needs and other services; and commitments under contracts for maintenance needs and other
services. We have excluded contracts that do not contain minimum purchase obligations. We excluded long-term agreements for services and operating needs that can be cancelled within 60 days without penalty. We included long-term agreements
and certain retail purchase orders for services and operating needs that can be cancelled with more than 60 days’ notice without penalty only through the term of the notice. We included long-term agreements for services and operating needs
that only can be cancelled in the event of an uncured material breach or with a penalty through the entire term of the contract. Because of the uncertainties of seasonal demands and promotional calendar changes, our best estimate of usage
for food, supplies and other operating needs and services is ratably over either the notice period or the remaining life of the contract, as applicable, unless we had better information available at the time related to each contract.
|
(f) |
Other long-term obligations include our Non-Qualified Savings Plan ($27,129, with a corresponding long-term asset to fund the liability; see Note 11 to the Consolidated Financial Statements), Deferred Compensation Plan ($2,450) and our
long-term incentive plans ($2,787).
|
(g) |
Our standby letters of credit relate to securing reserved claims under workers’ compensation insurance and securing certain sale and leaseback transactions. Our standby letters of credit reduce our borrowing availability under our
revolving credit facility.
|
2023
|
2022
|
2021
|
||||||||||
Capital expenditures, net of proceeds from insurance recoveries
|
$
|
125,387
|
$
|
97,104
|
$
|
70,130
|
2023
|
2022
|
2021
|
||||||||||
Proceeds from sale of property and equipment
|
$
|
1,068
|
$
|
105
|
$
|
149,960
|
July 28, 2023
|
||||
Borrowing capacity under the 2022 Revolving Credit Facility
|
$
|
700,000
|
||
Less: Outstanding borrowings under the 2022 Revolving Credit Facility
|
120,000
|
|||
Less: Standby letters of credit*
|
31,896
|
|||
Borrowing availability under the 2022 Revolving Credit Facility
|
$
|
548,104
|
2023
|
2022
|
2021
|
||||||||||
Dividends per share paid
|
$
|
5.20
|
$
|
4.90
|
$
|
1.30
|
2023
|
2022
|
2021
|
||||||||||
Shares of common stock repurchased
|
171,792
|
1,248,184
|
232,543
|
|||||||||
Cost of shares repurchased
|
$
|
17,449
|
$
|
131,542
|
$
|
35,000
|
2023
|
2022
|
2021
|
||||||||||
Working capital deficit
|
$
|
(206,679
|
)
|
$
|
(185,048
|
)
|
$
|
(111,666
|
)
|
• |
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
|
Percentage of Food Purchases
|
||||||||
2023
|
2022
|
|||||||
Poultry
|
14%
|
|
12%
|
|||||
Fruits and vegetables
|
14%
|
12%
|
||||||
Dairy (including eggs)
|
13%
|
11%
|
||||||
Beef
|
11%
|
15%
|
||||||
Pork
|
10%
|
12%
|
•
|
We tested the effectiveness of controls related to insurance reserves, including management’s controls over the claims data provided to the actuary and those over the estimation of unresolved
claims and IBNR claims.
|
•
|
We evaluated the methods and assumptions used by management to estimate the insurance reserves by:
|
-
|
Reconciling the claims data to the actuarial analysis.
|
-
|
Comparing management’s selected insurance reserve estimates within the range provided by their third-party actuary to historical trends.
|
-
|
Performing a retrospective review by comparing the prior-year recorded amounts to the subsequent claim emergence.
|
-
|
Developing, with the assistance of our actuarial specialists, an independent range of estimates of the insurance reserves, utilizing paid and reported loss development factors from the
Company’s historical data and industry loss development factors as deemed necessary, and comparing our estimated range to management’s estimates.
|
(In thousands except share data)
|
||||||||
ASSETS
|
July 28, 2023
|
July 29, 2022
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable
|
|
|
||||||
Income taxes receivable
|
|
|
||||||
Inventories
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and Equipment:
|
||||||||
Land
|
|
|
||||||
Buildings and improvements
|
|
|
||||||
Restaurant and other equipment
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
Construction in progress
|
|
|
||||||
Total
|
|
|
||||||
Less: Accumulated depreciation and amortization
|
|
|
||||||
Property and equipment – net
|
|
|
||||||
Operating lease right-of-use assets, net
|
|
|
||||||
Goodwill
|
|
|
||||||
Intangible assets
|
|
|
||||||
Other assets
|
|
|
||||||
Total
|
$
|
|
$
|
|
||||
|
||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Current portion of long-term debt
|
|
|
||||||
Current operating lease liabilities
|
|
|
||||||
Taxes withheld and accrued
|
|
|
||||||
Accrued employee compensation
|
|
|
||||||
Accrued employee benefits
|
|
|
||||||
Deferred revenues
|
|
|
||||||
Dividend payable
|
|
|
||||||
Other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Long-term operating lease liabilities
|
|
|
||||||
Other long-term obligations
|
|
|
||||||
Deferred income taxes
|
|
|
||||||
Commitments and Contingencies (Notes 8 and 14)
|
|
|
||||||
Shareholders’ Equity:
|
||||||||
Preferred stock –
|
|
|
||||||
Common stock –
|
|
|
||||||
Additional paid-in capital
|
||||||||
Retained earnings
|
|
|
||||||
Total shareholders’ equity
|
|
|
||||||
Total
|
$
|
|
$
|
|
(In thousands except share data)
Fiscal years ended
|
||||||||||||
|
July 28, 2023
|
July 29, 2022
|
July 30, 2021
|
|||||||||
|
||||||||||||
Total revenue
|
$
|
|
$
|
|
$
|
|
||||||
Cost of goods sold (exclusive of depreciation and rent)
|
|
|
|
|||||||||
Labor and other related expenses
|
|
|
|
|||||||||
Other store operating expenses
|
|
|
|
|||||||||
General and administrative expenses
|
|
|
|
|||||||||
Gain on sale and leaseback transactions
|
|
|
(
|
)
|
||||||||
Impairment and store closing costs
|
|
|
|
|||||||||
Operating income
|
|
|
|
|||||||||
Interest expense
|
|
|
|
|||||||||
Income before income taxes
|
|
|
|
|||||||||
Provision for income taxes
|
|
|
|
|||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Net income per share – basic
|
$
|
|
$
|
|
$
|
|
||||||
Net income per share – diluted
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Basic weighted average shares outstanding
|
|
|
|
|||||||||
Diluted weighted average shares outstanding
|
|
|
|
|
(In thousands)
Fiscal years ended
|
|||||||||||
|
July 28, 2023
|
July 29, 2022
|
July 30, 2021
|
|||||||||
|
||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Other comprehensive income before income tax expense:
|
||||||||||||
Change in fair value of interest rate swaps
|
|
|
|
|||||||||
Income tax expense
|
|
|
|
|||||||||
Other comprehensive income, net of tax
|
|
|
|
|||||||||
Comprehensive income
|
$
|
|
$
|
|
$
|
|
|
Common Stock
|
Additional
Paid-In
|
Accumulated
Other
Comprehensive
|
Retained
|
Total
Shareholders’
|
|||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Income (Loss)
|
Earnings
|
Equity
|
||||||||||||||||||
Balances at July 31, 2020
|
|
$ |
|
$ |
|
$ |
(
|
)
|
$ |
|
$ |
|
||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||
Net income
|
—
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|
||||||||||||||||||
Cash dividends declared - $
|
—
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Equity component value of convertible note issuance, net of tax
|
— | |||||||||||||||||||||||
Sale of common stock warrant
|
— | |||||||||||||||||||||||
Purchase of convertible note hedge
|
— | ( |
) | ( |
) | |||||||||||||||||||
Balances at July 30, 2021
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||
Net income
|
—
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|
||||||||||||||||||
Cash dividends declared - $
|
—
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Cumulative-effect of change in accounting principle, net of taxes
|
— | ( |
) | ( |
) | |||||||||||||||||||
Balances at July 29, 2022
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|||||||||||||
Net income
|
—
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income, net of tax
|
—
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income
|
—
|
|
|
|
|
|
||||||||||||||||||
Cash dividends declared - $
|
—
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||
Share-based compensation
|
—
|
|
|
|
|
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
|
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||
Purchases and retirement of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
|||||||||||||
Balances at July 28, 2023
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
(In thousands)
Fiscal years ended
|
||||||||||||
|
July 28, 2023
|
July 29, 2022
|
July 30, 2021
|
|||||||||
Cash flows from operating activities:
|
||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
|
|
|
|||||||||
Amortization of debt discount and issuance costs
|
|
|
|
|||||||||
Loss on disposition of property and equipment
|
|
|
|
|||||||||
Gain on sale and leaseback transactions
|
|
|
(
|
)
|
||||||||
Impairment
|
|
|
|
|||||||||
Share-based compensation
|
|
|
|
|||||||||
Noncash lease expense
|
|
|
|
|||||||||
Amortization of asset recognized from gain on sale and leaseback transactions
|
|
|
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Accounts receivable
|
|
(
|
)
|
(
|
)
|
|||||||
Income taxes receivable
|
|
|
|
|||||||||
Inventories
|
|
(
|
)
|
|
||||||||
Prepaid expenses and other current assets
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other assets
|
(
|
)
|
|
(
|
)
|
|||||||
Accounts payable
|
(
|
)
|
|
|
||||||||
Current operating lease liabilities
|
(
|
)
|
|
|
||||||||
Taxes withheld and accrued
|
(
|
)
|
|
|
||||||||
Accrued employee compensation
|
|
(
|
)
|
|
||||||||
Accrued employee benefits
|
(
|
)
|
|
(
|
)
|
|||||||
Deferred revenues
|
|
|
(
|
)
|
||||||||
Other current liabilities
|
|
(
|
)
|
|
||||||||
Long-term operating lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other long-term obligations
|
(
|
)
|
(
|
)
|
|
|||||||
Deferred income taxes
|
(
|
)
|
(
|
)
|
|
|||||||
Net cash provided by operating activities
|
|
|
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from insurance recoveries of property and equipment
|
|
|
|
|||||||||
Proceeds from sale of property and equipment
|
|
|
|
|||||||||
Acquisition of business, net of cash acquired
|
|
(
|
)
|
(
|
)
|
|||||||
Net cash provided by (used in) investing activities
|
(
|
)
|
(
|
)
|
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of long-term debt
|
|
|
|
|||||||||
Proceeds from issuance of convertible senior notes
|
|
|
|
|||||||||
Taxes withheld from issuance of share-based compensation awards
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Principal payments under long-term debt
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Proceeds from issuance of warrants
|
|
|
|
|||||||||
Purchase of convertible note hedge
|
|
|
(
|
)
|
||||||||
Purchases and retirement of common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Deferred financing costs
|
|
(
|
)
|
(
|
)
|
|||||||
Dividends on common stock
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Cash and cash equivalents, beginning of year
|
|
|
|
|||||||||
Cash and cash equivalents, end of year
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest, net of amounts capitalized
|
$
|
|
$
|
|
$
|
|
||||||
Income taxes
|
|
|
|
|||||||||
|
||||||||||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||||||
Capital expenditures accrued in accounts payable
|
$
|
|
$
|
|
$
|
|
||||||
Change in fair value of interest rate swaps
|
|
|
|
|||||||||
Change in deferred tax asset for interest rate swaps
|
|
|
(
|
)
|
||||||||
Dividends declared but not yet paid
|
|
|
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(In thousands except share data)
|
Years
|
|
Buildings and improvements
|
|
Restaurant and other equipment
|
|
Leasehold improvements
|
|
|
2023
|
2022
|
2021
|
|||||||||
Total depreciation expense
|
$
|
|
$
|
|
$
|
|
||||||
Depreciation expense related to store operations*
|
|
|
|
|
2023
|
2022
|
2021
|
|||||||||
Advertising expense
|
$
|
|
$
|
|
$
|
|
● |
Quoted Prices in Active Markets for Identical Assets (“Level 1”) – quoted prices (unadjusted) for an identical asset or liability in an active market.
|
● |
Significant Other Observable Inputs (“Level 2”) – quoted prices for a similar asset or liability in an active market or model-derived valuations in
which all significant inputs are observable for substantially the full term of the asset or liability.
|
● |
Significant Unobservable Inputs (“Level 3”) – unobservable and significant to the fair value measurement of the asset or liability.
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets** measured at net asset value
|
|
|||||||||||||||
Total assets at fair value
|
aa
|
aa
|
aa
|
$
|
|
|
Level 1
|
Level 2
|
Level 3
|
Total Fair
Value
|
||||||||||||
Cash equivalents*
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Total
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Deferred compensation plan assets** measured at net asset value
|
|
|||||||||||||||
Total assets at fair value
|
aa
|
aa
|
aaa
|
$
|
|
|
July 28, 2023
|
July 29, 2022
|
||||||
Retail
|
$
|
|
$
|
|
||||
Restaurant
|
|
|
||||||
Supplies
|
|
|
||||||
Total
|
$
|
|
$
|
|
|
July 28, 2023 |
July 29, 2022
|
||||||
Liability component
|
||||||||
Principal
|
$ |
$
|
|
|||||
Less: Debt issuance costs
|
|
|||||||
Net carrying amount
|
$ |
$ |
|
Year Ended
July 28, 2023
|
Year Ended
July 29, 2022
|
|||||||
Coupon interest
|
$
|
|
$ |
|||||
Amortization of issuance costs
|
|
|||||||
Total interest expense
|
$
|
|
$ |
|
Amount of Income Recognized in AOCL
on Derivatives (Effective Portion)
|
|||
|
2021
|
|||
Cash flow hedges:
|
||||
Interest rate swaps
|
$
|
|
|
Location of Loss Reclassified from
AOCL into Income (Effective Portion)
|
Amount of Loss Reclassified from AOCL
into Income (Effective Portion)
|
||||
|
|
2021
|
|||
Cash flow hedges:
|
|
||||
Interest rate swaps
|
Interest expense
|
$
|
|
Details about AOCL
|
July 30, 2021
|
Affected Line Item in
the Consolidated
Statement of Income |
|||
Loss on cash flow hedges:
|
|
||||
Interest rate swaps
|
$
|
(
|
)
|
Interest expense
|
|
Tax benefit
|
|
Provision for income taxes
|
|||
|
$
|
(
|
)
|
Net of tax
|
|
2023
|
2022
|
2021
|
|||||||||
Restaurant
|
$
|
|
$
|
|
$
|
|
||||||
Retail
|
|
|
|
|||||||||
Total revenue
|
$
|
|
$
|
|
$
|
|
2023
|
2022
|
2021
|
||||||||||
Operating lease cost
|
$
|
|
$
|
|
$ | |||||||
Short term lease cost
|
|
|
||||||||||
Variable lease cost
|
|
|
||||||||||
Total lease cost
|
$
|
|
$
|
|
$ |
2023 | 2022 | 2021 | ||||||||||
Operating cash flow information:
|
||||||||||||
Gain on sale and leaseback transactions
|
$
|
|
$
|
|
$ | |||||||
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||||||||||
Noncash information:
|
||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
|
||||||||||
Lease
modifications or reassessments increasing or decreasing right-of-use assets
|
|
|
||||||||||
Lease modifications removing right-of-use assets
|
|
(
|
)
|
(
|
)
|
( |
) |
2023
|
2022
|
2021 | ||||||||||
Weighted-average remaining lease term
|
|
|
||||||||||
Weighted-average discount rate
|
|
%
|
|
%
|
% |
Year
|
Total
|
|||
2024
|
$
|
|
||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028
|
|
|||
Thereafter
|
|
|||
Total future minimum lease payments
|
|
|||
Less imputed remaining interest
|
(
|
)
|
||
Total present value of operating lease liabilities
|
$
|
|
Long-Term Performance Plan (“LTPP”)
|
Performance Period
|
Vesting Period
(in Years)
|
|||
2023 LTPP
|
|
|
|||
2022 LTPP
|
|
|
|
||||
2023 LTPP
|
|
|||
2022 LTPP
|
|
|
||||||||
Nonvested Stock
|
Shares
|
Weighted-Average Grant
Date Fair Value
|
||||||
Unvested at July 29,
2022
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Forfeited
|
(
|
)
|
|
|||||
Unvested at July 28,
2023
|
|
$
|
|
|
2023
|
2022
|
2021
|
|||||||||
Total fair value of nonvested stock
|
$
|
|
$
|
|
$
|
|
|
2023
|
2022
|
2021
|
|||||||||
Total compensation expense
|
$
|
|
$
|
|
$
|
|
|
Nonvested
Stock Awards
|
|||
Total unrecognized compensation
|
$
|
|
||
Weighted-average period in years
|
|
● |
Flip in. If a person or group becomes an Acquiring Person, all
holders of Rights except the Acquiring Person may, for $
|
● |
Flip Over. If the Company is later acquired in a merger or
similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $
|
● |
Notional Shares. Shares held by affiliates and associates of an
Acquiring Person, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the
Acquiring Person.
|
● |
will not be redeemable;
|
● |
will entitle holders to quarterly dividend payments of $
|
● |
will entitle holders upon liquidation either to receive $
|
● |
will have the same voting power as one share of common stock; and
|
● |
if shares of the Company’s common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment
equal to the payment made on one share of common stock.
|
|
2023
|
2022
|
2021
|
|||||||||
401(k) Savings Plan
|
$
|
|
$
|
|
$
|
|
||||||
Non-Qualified Savings Plan
|
|
|
|
|
2023
|
2022
|
2021
|
|||||||||
Current:
|
||||||||||||
Federal
|
$
|
|
$
|
|
$
|
(
|
)
|
|||||
State
|
|
|
|
|||||||||
Deferred:
|
||||||||||||
Federal
|
(
|
)
|
(
|
)
|
|
|||||||
State
|
(
|
)
|
(
|
)
|
|
|||||||
Total provision for income taxes
|
$
|
|
$
|
|
$
|
|
|
2023
|
2022
|
2021
|
|||||||||
Provision computed at federal statutory income tax rate
|
$
|
|
$
|
|
$
|
|
||||||
State and local income taxes, net of federal benefit
|
|
|
|
|||||||||
Federal net operating loss benefit
|
|
|
(
|
)
|
||||||||
Employer tax credits for FICA taxes paid on employee tip income
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Other employer tax credits
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Tax audit settlement |
( |
) | ||||||||||
Other-net
|
|
|
|
|||||||||
Total provision for income taxes
|
$
|
|
$
|
|
$
|
|
|
July 28, 2023
|
July 29, 2022
|
||||||
Deferred tax assets:
|
||||||||
Compensation and employee benefits
|
$
|
|
$
|
|
||||
Accrued liabilities
|
|
|
||||||
Operating lease liabilities
|
|
|
||||||
Insurance reserves
|
|
|
||||||
Inventory
|
|
|
||||||
Deferred tax credits and carryforwards
|
|
|
||||||
Other
|
|
|
||||||
Deferred tax assets
|
$
|
|
$
|
|
||||
|
||||||||
Deferred tax liabilities:
|
||||||||
Property and equipment
|
$
|
|
$
|
|
||||
Inventory
|
|
|
||||||
Operating lease right-of-use asset
|
|
|
||||||
Other
|
|
|
||||||
Deferred tax liabilities
|
|
|
||||||
Net deferred tax liability
|
$
|
|
$
|
|
|
July 28, 2023
|
July 29, 2022
|
July 30, 2021
|
|||||||||
Balance at beginning of year
|
$
|
|
$
|
|
$
|
|
||||||
Tax positions related to the current year:
Additions
|
|
|
|
|||||||||
Reductions
|
|
|
|
|||||||||
Tax positions related to the prior year:
Additions
|
|
|
|
|||||||||
Reductions
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Settlements
|
|
(
|
)
|
(
|
)
|
|||||||
Expiration of statute of limitations
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Balance at end of year
|
$
|
|
$
|
|
$
|
|
|
2023
|
2022
|
2021
|
|||||||||
Uncertain tax positions
|
$
|
|
$
|
|
$
|
|
|
2023
|
2022
|
2021
|
|||||||||
Net income per share numerator
|
$
|
|
$
|
|
$
|
|
||||||
|
||||||||||||
Net income per share denominator:
|
||||||||||||
Basic weighted average shares outstanding
|
|
|
|
|||||||||
Add potential dilution:
|
||||||||||||
Nonvested stock awards and units
|
|
|
|
|||||||||
Diluted weighted average shares outstanding
|
|
|
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
/s/Sandra B. Cochran
|
|
Sandra B. Cochran
|
|
President and Chief Executive Officer
|
|
/s/Craig A. Pommells
|
|
Craig A. Pommells
|
|
Senior Vice President and Chief Financial Officer
|
ITEM 9B. |
OTHER INFORMATION
|
ITEM 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11. |
EXECUTIVE COMPENSATION
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15. |
EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
List of documents filed as part of this report:
|
1.
|
All financial statements – see Item 8.
|
|
2.
|
All schedules have been omitted since they are either not required or not applicable, or the required information is included.
|
|
3.
|
The exhibits listed in the accompanying Index to Exhibits immediately prior to the signature page to this Annual Report on Form 10-K.
|
Exhibit
|
|
3(I), 4(a)
|
|
3(II), 4(b)
|
|
4(c)
|
4(d), 10(a)
|
|
4(e)
|
|
4(f)
|
|
10(b)
|
|
10(c)
|
|
10(d)
|
|
10(e)
|
|
10(f)
|
|
10(g)
|
|
10(h)
|
|
10(i)
|
|
10(j)
|
|
10(k)
|
|
10(l)
|
|
10(m)
|
|
10(n)
|
|
10(o)
|
|
10(p)
|
|
10(q)
|
|
10(r)
|
|
10(s)
|
|
10(t)
|
|
10(u)
|
|
10(v)
|
|
10(y)
|
10(w)
|
|
10(x)
|
|
19
|
|
21
|
|
23
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
97 |
|
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)
|
(1)
|
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. 000-25225).
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on June 7, 2022.
|
(3)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on April 9, 2021.
|
(4)
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(5)
|
Incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(6)
|
Incorporated by reference to Exhibit 4(f) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 30, 2021.
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 17, 2022.
|
(8)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended May 1, 2009 (Commission File No. 000-25225).
|
(9)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on December 7, 2010 (Commission File No. 000-25225).
|
(10)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on November 23, 2020 (Commission File No. 001-25225).
|
(11)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on December 7, 2010 (Commission File No. 000-25225).
|
(12)
|
Incorporated by reference to Exhibit 10(aa) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(13)
|
Incorporated by reference to Exhibit 10(bb) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(14)
|
Incorporated by reference to Exhibit 10(cc) to the Company’s Annual Report on Form 10-K filed under the Exchange Act for the fiscal year ended July 29, 2011 (Commission File No. 000-25225).
|
(15)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 31, 2013 (Commission File No. 000-25225).
|
(16)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018 (Commission File No. 001-25225).
|
(17)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act for the quarterly period ended April 27, 2018 (Commission File No. 001-25225).
|
(18)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on August 3, 2020.
|
(19)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on August 3, 2020.
|
(20)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Amended Current Report on Form 8-K filed under the Exchange Act on August 5, 2020.
|
(21)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on December 3, 2020.
|
(22)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed under the Exchange Act on December 3, 2020.
|
(23)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(24)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on June 21, 2021.
|
(25)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on September 28, 2022.
|
(26)
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.
|
(27)
|
Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.
|
(28)
|
Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.
|
(29)
|
Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed under the Exchange Act on July 18, 2023.
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
||
By:
|
/s/Sandra B. Cochran
|
|
Sandra B. Cochran,
|
||
President and Chief Executive Officer
|
Name
|
Title
|
/s/Sandra B. Cochran
Sandra B. Cochran
|
President, Chief Executive Officer and Director
|
/s/Craig A. Pommells
Craig A. Pommells
|
Senior Vice President, Chief Financial Officer and Principal Accounting Officer
|
/s/Thomas H. Barr
Thomas H. Barr
|
Director
|
/s/Carl T. Berquist
Carl T. Berquist
|
Director
|
/s/Jody L. Bilney
Jody L. Bilney
|
Director
|
/s/Meg G. Crofton
Meg G. Crofton
|
Director
|
/s/Gilbert R. Dávila
Gilbert R. Dávila
|
Director
|
/s/William W. McCarten
William W. McCarten
|
Director and Chairman of the Board
|
/s/William W. Moreton
William W. Moreton
|
Director
|
/s/Coleman H. Peterson
Coleman H. Peterson
|
Director
|
/s/Gisel Ruiz
Gisel Ruiz
|
Director
|
/s/Darryl Wade
Darryl L. Wade
|
Director
|
/s/Andrea M. Weiss
Andrea M. Weiss
|
Director
|
Re:
|
Supplemental Severance Agreement
|
Cracker Barrel Old Country Store, Inc.
|
Agreed and Accepted
|
Sandra B. Cochran
|
By: /s/ Craig Pommells
|
President and Chief Executive Officer
|
Name: Craig Pommells
|
Date: September 21, 2023
|
Effective Date of Qualifying Termination
|
Amount of Termination Payment
|
|||
Prior to November 1, 2023
|
0
|
|||
November 1, 2023 – April 30, 2024
|
$
|
2,700,000
|
||
May 1, 2024 – October 31, 2024
|
$
|
2,575,000
|
||
November 1, 2024 – December 6, 2024
|
$
|
2,450,000
|
||
December 7, 2024 – September 30, 2025
|
$
|
2,050,000
|
||
October 1, 2025 – October 31, 2025
|
$
|
1,050,000
|
||
November 1, 2025 and after
|
0
|
You should read this policy carefully to make sure you fully understand its requirements. Violation of this
policy by any person may, in the case of a director, subject the director to dismissal proceedings and, in the case of an officer or employee, subject the officer or employee to disciplinary actions by the Company, including termination
for cause. Additionally, any penalty—even an investigation that does not result in prosecution—can tarnish one’s reputation and irreparably damage a career.
|
Any director, officer or employee who is unsure whether the information that they possess is material or nonpublic should consult the Company’s General Counsel for guidance before trading in any Company securities.
|
Compliance with this policy by all directors, officers and employees is of the utmost importance both for such person and for the Company. Any person who has any questions about the application of this policy to any particular situation should seek guidance from the Company’s General Counsel. |
• |
Form 3 must be filed within 10 days when a person first a Section 16 Insider (i.e., such person becomes a director, officer or the beneficial owner of more
than 10% of the Company’s equity securities);
|
• |
Form 4 must be filed within 2 business days of any change in the Section 16 Insider’s beneficial ownership of the Company’s equity securities; and
|
• |
Form 5 must be filed within 45 days following the end of each fiscal year to report any transactions that were exempt from Form 4 reporting or with respect to which the Section 16 Insider failed to file a Form 4.
|
Parent
|
State of
Incorporation
|
|
Cracker Barrel Old Country Store, Inc.
|
Tennessee
|
|
Subsidiaries
|
||
CBOCS Distribution, Inc.
|
||
(dba Cracker Barrel Old Country Store)
|
Tennessee
|
|
CBOCS Properties, Inc.
|
||
(dba Cracker Barrel Old Country Store)
|
Michigan
|
|
CBOCS West, Inc.
|
||
(dba Cracker Barrel Old Country Store)
|
Nevada
|
|
Rocking Chair, Inc.
|
Nevada
|
|
Agincourt Industries, LLC
|
||
(dba Maple Street Biscuit Company)
|
Florida
|
1. |
I have reviewed this Annual Report on Form 10-K of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1. |
I have reviewed this Annual Report on Form 10-K of Cracker Barrel Old Country Store, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
|
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c) |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report
financial information; and
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
Date: September 26, 2023
|
By:
|
/s/Sandra B. Cochran
|
Sandra B. Cochran
|
||
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
Date: September 26, 2023
|
By:
|
/s/Craig A. Pommells
|
Craig A. Pommells
|
||
Senior Vice President and Chief Financial Officer
|
(b) |
“Board” shall mean the Board of Directors of the Company.
|
(m) |
“Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested based
wholly or in part upon the attainment of a Financial Reporting Measure.
|
(n) |
“Nasdaq” shall mean the Nasdaq Global Select Market.
|
(o) |
“Nasdaq Effective Date” shall mean October 2, 2023 (which is the effective date of the final Nasdaq
listing standards).
|
(p) |
“Received” shall mean when Incentive-Based Compensation is received, and Incentive-Based Compensation
shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if payment or grant of the Incentive-Based Compensation occurs after
the end of that period.
|
(q) |
“Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board
or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court,
regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
|
(r) |
“SEC” shall mean the U.S. Securities and Exchange Commission.
|
4. |
Recovery of Erroneously Awarded Compensation.
|
(b) |
Notwithstanding anything herein to the contrary, to prevent duplicative recovery:
|
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jul. 28, 2023 |
Jul. 29, 2022 |
---|---|---|
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 22,153,625 | 22,281,443 |
Common stock, shares outstanding (in shares) | 22,153,625 | 22,281,443 |
Series A Junior Participating Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract] | |||
Net income | $ 99,050 | $ 131,880 | $ 254,513 |
Other comprehensive income before income tax expense: | |||
Change in fair value of interest rate swaps | 0 | 0 | 27,110 |
Income tax expense | 0 | 0 | 6,764 |
Other comprehensive income, net of tax | 0 | 0 | 20,346 |
Comprehensive income | $ 99,050 | $ 131,880 | $ 274,859 |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Accumulated Other Comprehensive Income (Loss) [Member] |
Retained Earnings [Member] |
Total |
Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]
Common Stock [Member]
|
Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]
Additional Paid-In Capital [Member]
|
Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
|
Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member]
Retained Earnings [Member]
|
Cumulative-Effect of Change in Accounting Principle, Net of Taxes [Member] |
---|---|---|---|---|---|---|---|---|---|---|
Balances at Jul. 31, 2020 | $ 237 | $ 0 | $ (20,346) | $ 438,498 | $ 418,389 | |||||
Balances (in shares) at Jul. 31, 2020 | 23,697,396 | |||||||||
Comprehensive Income: | ||||||||||
Net income | $ 0 | 0 | 0 | 254,513 | 254,513 | |||||
Other comprehensive income, net of tax | 0 | 0 | 20,346 | 0 | 20,346 | |||||
Comprehensive income | 0 | 0 | 20,346 | 254,513 | 274,859 | |||||
Cash dividends declared | 0 | 0 | 0 | (23,766) | (23,766) | |||||
Share-based compensation | 0 | 8,729 | 0 | 0 | 8,729 | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 0 | (2,282) | 0 | 0 | (2,282) | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 32,313 | |||||||||
Purchases and retirement of common stock | $ (2) | (29,151) | 0 | (5,847) | (35,000) | |||||
Purchases and retirement of common stock (in shares) | (232,543) | |||||||||
Equity component value of convertible note issuance, net of tax | $ 0 | 53,004 | 0 | 0 | 53,004 | |||||
Sale of common stock warrant | 0 | 31,710 | 0 | 0 | 31,710 | |||||
Purchase of convertible note hedge | 0 | (62,010) | 0 | 0 | (62,010) | |||||
Balances at Jul. 30, 2021 | $ 235 | 0 | 0 | 663,398 | 663,633 | |||||
Balances (in shares) at Jul. 30, 2021 | 23,497,166 | |||||||||
Comprehensive Income: | ||||||||||
Net income | $ 0 | 0 | 0 | 131,880 | 131,880 | |||||
Other comprehensive income, net of tax | 0 | 0 | 0 | 0 | 0 | |||||
Comprehensive income | 0 | 0 | 0 | 131,880 | 131,880 | |||||
Cash dividends declared | 0 | 0 | 0 | (121,135) | (121,135) | |||||
Share-based compensation | 0 | 8,198 | 0 | 0 | 8,198 | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 0 | (2,599) | 0 | 0 | (2,599) | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 32,461 | |||||||||
Purchases and retirement of common stock | $ (12) | (5,599) | 0 | (125,931) | (131,542) | |||||
Purchases and retirement of common stock (in shares) | (1,248,184) | |||||||||
Balances at Jul. 29, 2022 | $ 223 | 0 | 0 | 511,256 | $ 511,479 | $ 0 | $ 0 | $ 0 | $ (36,956) | $ (36,956) |
Balances (in shares) at Jul. 29, 2022 | 22,281,443 | 22,281,443 | ||||||||
Comprehensive Income: | ||||||||||
Net income | $ 0 | 0 | 0 | 99,050 | $ 99,050 | |||||
Other comprehensive income, net of tax | 0 | 0 | 0 | 0 | 0 | |||||
Comprehensive income | 0 | 0 | 0 | 99,050 | 99,050 | |||||
Cash dividends declared | 0 | 0 | 0 | (115,852) | (115,852) | |||||
Share-based compensation | 0 | 9,045 | 0 | 0 | 9,045 | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 0 | (2,448) | 0 | 0 | $ (2,448) | |||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 43,974 | 43,974 | ||||||||
Purchases and retirement of common stock | $ (2) | (2,711) | 0 | (14,736) | $ (17,449) | |||||
Purchases and retirement of common stock (in shares) | (171,792) | |||||||||
Balances at Jul. 28, 2023 | $ 221 | $ 3,886 | $ 0 | $ 479,718 | $ 483,825 | |||||
Balances (in shares) at Jul. 28, 2023 | 22,153,625 | 22,153,625 |
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract] | |||
Cash dividends declared (in dollars per share) | $ 5.2 | $ 5.2 | $ 1 |
Nature of Operations and Summary of Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations and Summary of Significant Accounting Policies |
1. Nature of Operations and Summary of Significant Accounting Policies
Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in the Notes, the “Company”) are principally engaged in the
operation and development in the United States (“U.S.”) of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept.
Basis of Presentation
Fiscal year – The Company’s fiscal
year ends on the Friday nearest July 31st and each quarter consists of thirteen weeks unless noted otherwise. References in these Notes to a year or quarter are to the Company’s fiscal year or quarter unless noted otherwise.
GAAP – The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted
accounting principles in the U.S. (“GAAP”).
Principles of consolidation – The Consolidated Financial Statements include the accounts of the Company and its
subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated.
Use of estimates – Management of the Company has made certain estimates and assumptions relating to the reporting of
assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods to prepare these Consolidated Financial Statements
in conformity with GAAP. Management believes that such estimates have been based on reasonable and supportable assumptions and that the resulting estimates are reasonable for use in the preparation of the Consolidated Financial Statements. Actual
results, however, could differ from those estimates.
External impacts to the Company’s operating environment – The Company’s operating results have been impacted by the
COVID-19 pandemic and other macroeconomic conditions. During 2021, the Company’s business began recovering from the COVID-19 pandemic, but the Company continued to see negative impacts on the Company’s sales and traffic as a result of both
changes in consumer behavior and federal, state and local governmental authorities’ continuation of various restrictions on travel, group gatherings and dine-in services. Dining room service was operational to varying degrees, yet most locations
were impacted at times by capacity restrictions, social distancing guidelines, and decreased consumer demand for in-person dining. In 2022, the Company continued to recover from the COVID-19 pandemic; however, the Company believes outbreaks of
new variants adversely impacted consumer demand in 2022. While the Company’s dining rooms operated without COVID-related restrictions in 2023, it is possible that renewed outbreaks, increases in cases and/or new variants of the disease, either
as part of a national trend or on a more localized basis, could result in COVID-19-related restrictions including capacity restrictions or otherwise limit the Company’s dine-in services, or negatively affect consumer demand. In 2023 and 2022,
the Company experienced inflationary conditions with respect to the cost for food, ingredients, retail merchandise, transportation, distribution, labor and utilities resulting, in part, from economic pressures related to the COVID-19 pandemic.
Summary of Significant Accounting Policies
Cash and cash equivalents – The Company’s policy is to consider all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
Accounts receivable – Accounts receivable represent their estimated net realizable value. Accounts receivable are
written off when they are deemed uncollectible.
Inventories – Cost of restaurant inventory is determined by the first-in, first-out (“FIFO”) method. Retail inventories
are valued using the retail inventory method (“RIM”) except at the retail distribution center which are valued using moving average cost. Approximately 60%
of retail inventories are valued using RIM. Retail inventories valued using RIM are stated at the lower of cost or market. Cost of restaurant inventory and retail inventory valued using moving average cost are stated at the lower of cost and net
realizable value. See Note 3 for additional information regarding the components of inventory.
Valuation provisions are included for retail inventory obsolescence, retail inventory shrinkage, returns and
amortization of certain items. The estimate of retail inventory shrinkage is adjusted upon physical inventory counts. Annual physical inventory counts are conducted based upon a cyclical inventory schedule. An estimate of shrinkage is recorded for
the time period between physical inventory counts by using a two-year average of the physical inventories’ results on a store-by-store
basis.
Property and equipment – Property and equipment are stated at cost. For financial reporting purposes, depreciation and
amortization on these assets are computed by use of the straight-line and double-declining balance methods over the estimated useful lives of the respective assets, as follows:
Accelerated depreciation methods are generally used for income tax purposes.
Total depreciation expense and depreciation expense related to store operations for each of the three years are as
follows:
*Depreciation
expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.
Gain or loss is recognized upon disposal of property and equipment. The asset and related accumulated depreciation and
amortization amounts are removed from the accounts.
Maintenance and repairs, including the replacement of minor items, are charged to expense and major additions to
property and equipment are capitalized.
Impairment of long-lived assets – The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total expected future cash flows are less than the carrying value of
the asset, the carrying value is written down, for an asset to be held and used, to the estimated fair value or, for an asset to be disposed of, to the fair value, net of estimated costs of disposal. Any loss resulting from impairment is recognized
by a charge to income. During 2023, six Cracker Barrel locations were determined to be impaired and the Company recorded an impairment
charge of $11,692, which is included in the impairment and store closing costs line on the Consolidated Statement of Income.
Goodwill and other intangible assets – The Company accounts for all transactions that represent business combinations using the
acquisition method of accounting, where the identifiable assets acquired and the liabilities assumed are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized
for reporting periods following the acquisition date are estimated and recorded as estimated amounts. Adjustments to these estimated amounts during the measurement period (defined as the date through which all information required to identify and
measure the consideration transferred, the assets acquired and the liabilities assumed has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the
consideration conveyed in the acquisition over the fair value of the net assets acquired. Goodwill and other intangibles are evaluated for impairment annually on June 1 or more frequently if events occur or circumstances change that, more likely
than not, reduce the fair value of the reporting unit below its carrying value. At July 28, 2023 and July 29, 2022, the Company does not have any reporting units that are at risk of failing step one of the impairment test. At both July 28, 2023 and
July 29, 2022, goodwill of $4,690 consisted of the Company’s acquisition of its 100% ownership of Maple Street Biscuit Company (“MSBC”), a breakfast and lunch fast casual concept.
Other intangibles primarily consist of the MSBC tradename and liquor licenses. The MSBC tradename was capitalized as an
indefinite-lived intangible asset and, at both July 28, 2023 and July 29, 2022, was $20,960. The costs of obtaining non-transferable
liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor
licenses are capitalized as indefinite-lived intangible assets. Liquor licenses capitalized as intangible assets were $2,290 and $105, respectively, at July 28, 2023 and July 29, 2022.
Convertible Senior Notes – In June 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625% convertible Senior
Notes due in 2026 (the “Notes”). In accordance with accounting guidance on embedded conversion features indexed to and settled in equity, the Company valued and bifurcated the conversion option associated with the Notes from the respective host debt
instrument. The carrying amount of the equity is recorded as a debt discount and represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. The significant assumptions
used in the fair value of the liability component of the Notes were risk-free rate, discount rate based on the Company’s implied credit spread and term of the Notes, expected volatility of the Company’s stock price and dividend yield. The resulting
debt discount on the Notes is amortized to interest expense using the effective interest method over the contractual term of the Notes. In addition, the debt issuance costs related to the issuance of the Notes were allocated between the liability and
equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Notes balance on the Company’s consolidated balance sheets. These
costs are amortized to interest expense using the effective interest method over the term of the Notes.
Due to the Company’s adoption of new accounting guidance for convertible instruments on July 31, 2021, the Company no longer bifurcates the Notes into a liability and an equity component in the Company’s Consolidated Balance Sheets.
Upon adoption of this new accounting guidance, the Notes are accounted for entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs. The equity conversion feature that was recorded to equity, as
well as the unamortized debt discount and amortization expense attributable to equity, have been derecognized.
Derivative instruments and hedging activities – The Company is exposed to market risk, such as changes in interest rates and commodity prices. The Company has interest rate
risk relative to its outstanding borrowings under the revolving credit facility (see Note 4). The Company’s policy has been to manage interest cost using a mix of fixed and variable rate debt. To manage this risk in a cost-efficient manner, prior
to 2022, the Company used derivative instruments, specifically interest rate swaps. In the fourth quarter of 2021, the Company terminated all of its interest rate swaps and issued the Notes (see discussion above under “Convertible Senior Notes”
and Note 5 for further information).
Prior to the termination of the interest rate swaps in the fourth quarter of 2021, all of the Company’s interest rate swaps were accounted for as cash flow hedges. For derivative instruments that were designated
and qualify as a cash flow hedge, the gain or loss on the derivative instrument was reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affected earnings and
was presented in the same statement of income line item as the earnings effect of the hedged item. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness, if any, are recognized
currently in earnings in the same statement of income line item as the earnings effect of the hedged item. The Company did not elect to reclassify income tax effects resulting from the Tax Cuts and Jobs Act to retained earnings; income tax effects
are released on an individual basis to income tax expense.
Companies may elect whether or not to offset related assets and liabilities and report the net amount on their financial
statements if the right of setoff exists. Under a master netting agreement, the Company has the legal right to offset the amounts owed to the Company against amounts owed by the Company under a derivative instrument that exists between the Company
and a counterparty. When the Company is engaged in more than one outstanding derivative transaction with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, its credit risk exposure is based on
the net exposure under the master netting agreement. If, on a net basis, the Company owes the counterparty, the Company regards its credit exposure to the counterparty as being zero.
The Company does not hold or use derivative instruments for trading purposes. The Company also does not have any
derivatives not designated as hedging instruments and has not designated any non-derivatives as hedging instruments. See Note 5 for additional information on the Company’s derivative and hedging activities.
Segment reporting – Operating segments are components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Using these criteria, the Company manages its business on the basis of one reportable operating segment (see Note 7 for additional information regarding segment reporting).
Unredeemed gift cards and certificates – Unredeemed gift cards and certificates represent a liability of the Company
related to unearned income and are recorded at their expected redemption value. No revenue is recognized in connection with the point-of-sale transaction when gift cards or gift certificates are sold. Any amounts remitted to states under escheat or
similar laws reduce the Company’s deferred revenue liability and have no effect on revenue or expense while any amounts that the Company is permitted to retain are recorded as revenue. See “Revenue recognition” section in this Note for information
regarding breakage.
Revenue recognition – Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes
revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company recognizes revenues from restaurant sales when payment is tendered at the
point of sale, as the Company’s performance obligation to provide food and beverages is satisfied. The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide
merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, the Company provides for estimated returns based on return history and sales levels. The Company’s policy is to
present sales in the Consolidated Statements of Income on a net presentation basis after deducting sales tax.
Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at
the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain
number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Consolidated Statements of Income over the expected redemption period. Gift card
breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The
determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated
redemption. For 2023, 2022 and 2021, gift card breakage was $10,713, $9,572, and $6,349, respectively. Revenue recognized in the Consolidated
Statements of Income for 2023, 2022 and 2021, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $40,103, $42,169, and $42,266, respectively. Deferred revenue related to the Company’s gift cards was $88,566
and $93,569, respectively, at July 28, 2023 and July 29, 2022.
Insurance – The Company self-insures a significant portion of its workers’ compensation and general liability programs.
The Company purchases insurance for individual workers’ compensation claims that exceed $750 or $1,000 depending on the state in which the claim originates. The Company purchases insurance for individual general liability claims that exceed $500.
The Company records a reserve for workers’ compensation and general liability for all unresolved claims and for an
estimate of incurred but not reported claims (“IBNR”). These reserves and estimates of IBNR claims are based upon a full scope actuarial study which is performed annually at the end of the Company’s third quarter and is adjusted by the actuarially
determined losses and actual claims payments for the fourth quarter. Additionally, the Company performs limited scope actuarial studies on a quarterly basis to verify and/or modify the Company’s reserves. The reserves and losses in the actuarial
study represent a range of possible outcomes within which no given estimate is more likely than any other estimate. As such, the Company records the losses at the lower half of that range and discounts them to present value using a risk-free
interest rate based on projected timing of payments. The Company also monitors actual claims development, including incurrence or settlement of individual large claims during the interim periods between actuarial studies as another means of
estimating the adequacy of its reserves.
The Company’s group health plans combine the use of self-insured and fully-insured programs. Benefits for any
individual (employee or dependents) in the self-insured program are limited. The Company records a liability for the self-insured portion of its group health program for all unpaid claims based upon a loss development analysis derived from actual
group health claims payment experience. The Company also records a liability for unpaid prescription drug claims based on historical experience.
Store pre-opening costs – Start-up costs of a new store are expensed when incurred.
Leases – The Company’s leases are
classified as either finance or operating leases. The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases its
advertising billboards, vehicle fleets and certain equipment under various non-cancellable operating leases. To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to
control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the
identified asset, the Company recognizes a right-of-use asset and lease liability.
The Company’s leases all have varying terms and expire at various dates through 2058. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years
each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday
periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the
lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent
provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is
probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Advertising – The Company expenses the costs of producing advertising the first time the advertising takes place. Other
advertising costs are expensed as incurred.
Advertising expense for each of the three years was as follows:
Share-based compensation – The Company’s share-based compensation consists of nonvested stock awards and units.
Share-based compensation is recorded in general and administrative expenses in the Consolidated Statements of Income. Share-based compensation expense is recognized based on the grant date fair value and the achievement of performance conditions for
certain awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period, which is generally the award’s vesting period, or to the date on which retirement eligibility is achieved, if
shorter.
Certain nonvested stock awards and units contain performance conditions. Compensation expense for performance-based
awards is recognized when it is probable that the performance criteria will be met. If any performance goals are not met, no compensation expense is ultimately recognized and, to the extent previously recognized, compensation expense is reversed.
If a share-based compensation award is modified after the grant date, incremental compensation expense is recognized in
an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Incremental compensation expense for vested awards is recognized immediately. For unvested awards,
the sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original award on the modification date is recognized over the modified service period.
Additionally, the Company’s policy is to issue shares of common stock to satisfy exercises of share-based compensation
awards.
Income taxes – The Company’s provision for income taxes includes employer tax credits for FICA taxes paid on employee
tip income and other employer tax credits are accounted for by the flow-through method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company recognizes (or derecognizes) a tax position taken or expected to be taken in a tax return in the financial statements when it is more likely than not (i.e., a likelihood of more than
fifty percent) that the position would be sustained (or not sustained) upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. The Company recognizes, net of tax, interest and estimated penalties related to uncertain tax positions in its provision for income taxes. See Note 12 for additional information regarding income taxes.
Comprehensive income – Comprehensive income includes net income and the effective unrealized portion of the changes in
the fair value of the Company’s interest rate swaps. The Company terminated all of its interest rate swaps in 2021.
Net income per share – Basic consolidated net income
per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted consolidated net income per share reflects the potential
dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock and is based upon the weighted average number of common and common equivalent shares outstanding during the
reporting period. Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company represent the only
dilutive effects on diluted consolidated net income per share. Prior to the adoption of new accounting guidance for convertible instruments in 2022, the Company’s convertible senior notes and related warrants were calculated using the treasury
stock method. Beginning in 2022, the convertible senior notes and related warrants are calculated using the net share settlement option under the if-converted method. Because the principal amount of the convertible senior notes will be settled in
cash with any excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s common stock
during the reporting period did not exceed the conversion price of $169.80 as of July 28, 2023. Warrants were excluded from the
computation of diluted earnings per share since the warrants’ strike price of $237.73 was greater than the average market price of the
Company’s common stock during the period. See Note 13 for additional information regarding net income per share and Note 4 for additional information regarding the Company’s convertible senior notes.
|
Fair Value Measurements |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
2. Fair Value Measurements
Fair value for certain of the Company’s assets and liabilities is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, a three-level hierarchy for inputs is used. These levels are:
The Company’s assets and liabilities measured at fair value on a recurring basis at July 28, 2023 were as follows:
The Company’s assets and
liabilities measured at fair value on a recurring basis at July 29, 2022 were as follows:
*Consists of money market
fund investments.
**Represents plan assets
invested in mutual funds established under a Rabbi Trust for the Company’s non-qualified savings plan and is included in the Consolidated Balance Sheets as other assets (see Note 11).
The Company did not have any liabilities measured at fair value on a recurring basis at July 28, 2023 and July 29, 2022. The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to
estimate fair value. The fair values of accounts receivable and accounts payable at July 28, 2023 and July 29, 2022, approximate their carrying
amounts because of their short duration. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its
carrying amounts at July 28, 2023 and July 29, 2022.
The Company’s financial instruments that are not remeasured at fair value include the 0.625% convertible Senior Notes (see Note 4). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified
as Level 2 as described above. The estimated fair value of the Notes was $259,311 and $255,894 as of July 28, 2023 and July 29, 2022, respectively.
Assets Measured at Fair Value on a Nonrecurring Basis
During 2023, six
Cracker Barrel locations were determined to be impaired because of declining operating performance. Fair value of these locations was determined by sales prices of comparable assets or estimates of discounted future cash flows considering their
highest and best use. Assumptions used in the cash flow model included projected annual revenue growth rates and projected cash flows, which can be affected by economic conditions and management’s expectations. Additionally, changes in the local
and national economies and markets for real estate and other assets can impact the sales prices of the assets. The Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs,
and thus, are considered Level 3 inputs. Based on its analysis, the Company recorded an impairment charge of $11,692, which is included
in the impairment and store closing costs line on the Consolidated Statement of Income.
|
Inventories |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
3. Inventories
Inventories were comprised of the following at:
|
Debt |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
4. Debt
On June 17, 2022, the Company entered
into a five-year $700,000 revolving credit facility (the “2022 Revolving Credit Facility”) with substantially the same
terms and financial covenants as our previous amended $800,000 revolving
credit facility (the “2019 Revolving Credit Facility”), which it replaced. The 2022 Revolving Credit Facility also contains an option to increase the revolving credit facility by $200,000.
At July 28, 2023 and July 29, 2022, the Company had $120,000 and $130,000, respectively, in outstanding borrowings under the 2022 Revolving Credit Facility and 2019 Revolving Credit Facility.
At July 28, 2023, the Company had $31,896 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit
Facility (see Note 14). At July 28, 2023, the Company had $548,104 in borrowing availability under the 2022 Revolving Credit Facility.
In accordance with the 2022 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at Term SOFR or prime plus or a rate of
0.5% in excess of the Federal Funds Rate plus an applicable margin based on certain specified financial ratios. At July 28, 2023, the weighted average interest rate on $120,000 of the Company’s outstanding borrowings was 6.79%.
At July 29, 2022, the weighted average interest rate on $130,000 of the Company’s outstanding borrowings was 3.49%.
The 2022 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total senior secured leverage ratio and a minimum consolidated interest coverage ratio. At July
28, 2023, the Company was in compliance with all debt covenants under the 2022 Revolving Credit Facility.
The 2022 Revolving 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. Under the 2022 Revolving Credit
Facility, provided there is no default existing and the total of the Company’s availability under the 2022 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least
$100,000 (the “Cash Availability”), the Company may declare and pay cash
dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total senior secured leverage ratio is 2.75 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 2.75 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after
giving effect to the payment of any such dividends, Cash Availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the
immediately preceding fiscal year multiplied by four.
Convertible Senior Notes
On June 18, 2021, the Company completed a $300,000 principal aggregate amount private offering
of 0.625% convertible Senior Notes due in 2026 (the “Notes”) which included the exercise in
full of the initial purchasers’ option to purchase up to an additional $25,000 principal amount
of the Notes. The Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association as the Trustee. The Notes will mature on June 15, 2026, unless earlier converted, repurchased or redeemed. The Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021.
The Notes are unsecured obligations and do
not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. In an event of default, the
principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an
event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will consist exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 calendar days during which such event of default
has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the
principal amount of the Notes.
The initial conversion rate applicable to
the Notes was 5.3153 shares of the
Company’s common stock per $1,000 principal amount of Notes, which represented an initial
conversion price of approximately $188.14 per share of the Company’s common stock, a premium of
25.0% over the last reported sale price of $150.51 per share on June 15, 2021, the date on which the Notes were priced. The conversion rate is subject to customary adjustments upon the
occurrence of certain events, including for the payment of dividends to holders of the Company’s common stock. On July 28, 2023, the conversion rate, as adjusted, was 5.8892 shares of the Company’s common stock per $1,000 principal amount of Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period
of time.
Net proceeds from the 2026 Notes offering
were $291,125, after deducting the
initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.
The Notes are accounted for
entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs in the Consolidated Balance Sheets as of July 28, 2023 and July 29, 2022. The equity conversion feature that was recorded to equity,
as well as the unamortized debt discount and amortization expense attributable to equity, have been derecognized.
During any calendar quarter preceding September 30, 2021, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30
consecutive trading days of the quarter, holders may in the immediate quarter following, convert all of a portion of their Notes. The holders of the Notes were not eligible to convert their Notes during 2023, 2022 or 2021. When a conversion notice is received, the Company has the option to pay or deliver the conversion amount entirely in cash
or a combination of cash and shares of the Company’s common stock. Accordingly, as of July 28, 2023 and July 29, 2022,
the Company could not be required to settle the Notes in cash and, therefore, the Notes are classified as long-term debt.
The following table includes the outstanding principal amount and carrying value of the Notes as of the period
indicated:
The effective rate of the Notes over their
expected life is 1.23%. The following is a summary of interest expense for the Notes for the year ended July 28, 2023 and July 29, 2022:
Convertible Note Hedge and Warrant Transactions
In connection with the offering of the
Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the Notes and/or their respective affiliates and other financial institutions (in this
capacity, the “Hedge Counterparties”). Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the
same number of shares of the Company’s common stock, which initially is approximately 1,600,000 shares, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).
The Convertible Note Hedge
Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash
payments in excess of the principal amount due, as the case may be, upon conversion of the Notes. By default, the Warrant Transactions are net share settled and the Company has the option to settle in cash or shares. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant
Transactions. The strike price was initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. On July 28, 2023, the strike price, as adjusted, of the Warrant Transactions was adjusted to $237.73 per share as a result of dividends declared since the Notes were issued.
The portion of the net proceeds to the Company from the offering of the Notes that was used to pay the premium on the
Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $30,310. The net costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to additional
paid-in capital on the Company’s Consolidated Balance Sheet during 2021.
As these transactions meet certain accounting criteria, the Convertible Note Hedge Transactions and Warrant Transactions
were recorded in stockholders’ equity, not accounted for as derivatives and are not remeasured each reporting period.
|
Derivative Instruments and Hedging Activities |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities |
5. Derivative Instruments and Hedging Activities
During the fourth quarter of 2021, in conjunction with paying down debt under the revolving credit facility, the Company
terminated all of its interest rate swap agreements which resulted in the reclassification of the remaining losses from accumulated other comprehensive loss (“AOCL”) to the Consolidated Statements of Income as part of interest expense. The
determination of the amounts reclassified from AOCL to interest expense was based on the Company’s assessment that the forecasted transactions under the hedging relationships were no longer probable.
Prior to the termination of the interest
rate swaps, for each of the Company’s interest rate swaps, the Company had agreed to exchange with a counterparty the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The
interest rates on the portion of the Company’s outstanding debt covered by its interest rate swaps were fixed at the rates specified in the interest rate swap agreements plus the Company’s credit spread. All of the Company’s interest rate
swaps were accounted for as cash flow hedges.
The following table summarizes the pre-tax effects of the Company’s derivative instruments on AOCL for 2021:
The following table summarizes the pre-tax effects of the Company’s derivative instruments on income for 2021:
The following table summarizes the amounts reclassified out of AOCL related to the Company’s interest rate swaps for the
years ended July 30, 2021:
No gains
or losses representing amounts excluded from the assessment of effectiveness were recognized in earnings in 2021.
|
Share Repurchases |
12 Months Ended |
---|---|
Jul. 28, 2023 | |
Share Repurchases [Abstract] | |
Share Repurchases |
6. Share Repurchases
Subject to the limits imposed by the Company’s revolving credit facility, in September 2021, the Company was authorized by its Board of Directors to repurchase shares at the discretion of management up to $100,000. In the fourth quarter of 2022, the Company was authorized by its Board of Directors to repurchase shares of the Company’s outstanding common
stock at management’s discretion up to a total value of $200,000; this authorization replaced the previous unused portion of the previous
$100,000 authorization. In 2023, the Company repurchased 171,792 shares of its common stock in the open market at an aggregate cost of $17,449. In 2022, the
Company repurchased 1,248,184 shares of its common stock in the open market at an aggregate cost of $131,542. In 2021, the Company repurchased 232,543
shares of its common stock in conjunction with the Company’s offering and sale of the Notes (see Note 4 for further information regarding the Notes) at an aggregate cost of $35,000.
|
Segment Information |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information |
7. Segment Information
Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are
indistinguishable in many respects. Accordingly, the Company manages its business on the basis of one reportable operating segment. All
of the Company’s operations are located within the United States.
Disaggregation of revenue
Total revenue was comprised of the following at:
|
Leases |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
8. Leases
In 2020, the Company adopted new accounting guidance for leases. As part of the adoption of this accounting guidance for leases, the Company elected to not separate lease and non-lease
components. Additionally, the Company elected to apply the short term lease exemption to all asset classes and the short term lease expense for the period reasonably reflects the short term lease commitments. As the Company’s leases do not
provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the time of commencement or modification date in determining the present value of lease payments. For operating leases that commenced
prior to the date of adoption of the new lease accounting guidance, the Company used the incremental borrowing rate as of the adoption date. Assumptions used in determining the Company’s incremental borrowing rate include the Company’s implied
credit rating and an estimate of secured borrowing rates based on comparable market data.
The Company has entered into agreements for real estate leases that are not recorded as right-of-use assets or lease liabilities as it
has not yet taken possession. These leases are expected to commence in 2024 and 2025 with undiscounted future payments of $15,714 and $21,673, respectively.
The following table summarizes the components of lease cost for operating leases for the years ended July 28, 2023,
July 29, 2022 and July 30, 2021:
The following table summarizes
supplemental cash flow information and non-cash activity related to the Company’s operating leases for the years ended July 28, 2023, July 29, 2022 and July 30, 2021:
The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for
operating leases as of July 28, 2023, July 29, 2022 and July 30, 2021:
The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease
liability as of July 28, 2023:
Sale and Leaseback Transactions
In 2009, the Company completed sale and leaseback transactions involving 15 of its owned stores and its retail distribution center. Under the transactions, the land, buildings and improvements at the locations were sold and leased back for terms of 20 and 15 years, respectively. Equipment
was not included. The leases include specified renewal options for up to 20 additional years.
In 2000, the Company completed a sale and leaseback transaction involving 65 of its owned Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for a term of 21 years. The leases for these stores included specified renewal options for up to 20 additional years. On July 29, 2020, the Company entered into an agreement with the original lessor and a third-party financier to obtain ownership of 64 of the 65 Cracker Barrel properties and
simultaneously entered into a sale and leaseback transaction with the financier for an aggregate purchase price, net of closing costs, of $198,083.
The Company purchased the remaining property for approximately $3,200. In connection with the sale and leaseback transaction, the Company
entered into lease agreements for each of the properties for initial terms of 20 years and renewal options up to 50 years. The aggregate initial annual rent payment for the properties is approximately $14,379 and includes 1% annual rent increases over the initial lease
terms. All the properties qualified for sale and leaseback and operating lease accounting classification and the Company recorded a gain on the sale and leaseback transaction of $69,954 which is recorded in the gain on sale and leaseback transactions line in the Consolidated Statements of Income. The Company also recorded operating lease right-of-use
assets and corresponding operating lease liabilities of $261,698 and $182,649, respectively.
On August 4, 2020, the Company completed a subsequent sale and leaseback transaction involving 62 of its owned Cracker Barrel stores for an aggregate purchase price, net of closing costs, of $146,357. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years. The aggregate initial
annual rent payment for the properties is approximately $10,393 and includes 1% annual rent increases over the initial lease terms. All of the properties qualified for sale and leaseback and operating lease accounting classification, and the Company
recorded a gain of $217,722 which is recorded in the gain on sale and leaseback transaction line in the Consolidated Statement of Income in
the first quarter of 2021. The Company also recorded operating lease right-of-use assets, including a non-cash asset recognized as part of accounting for the transaction of $175,960, and corresponding operating lease liabilities of $309,624
and $133,663, respectively.
|
Share-Based Compensation |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation |
9. Share-Based Compensation
Stock Compensation Plans
The Company’s employee compensation plans are administered by the Compensation Committee of the Company’s Board of
Directors (the “Committee”). The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board of Directors, which employees will be granted awards, the number of shares covered by any awards
granted, and within applicable limits, the terms and provisions relating to the exercise and vesting of any awards.
On November 19, 2020, the Company’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”)
which became effective on that date. The 2020 Omnibus Plan authorizes the following types of awards for employees and non-employee directors: stock options, stock appreciation rights, nonvested stock, restricted stock units, other share-based awards
and performance awards. After the effective date of the 2020 Omnibus Plan, no additional awards could be granted under the Company’s 2010
Omnibus Incentive Stock and Incentive Plan (the “Prior Plan”).
The 2020 Omnibus Plan allows the Committee to grant awards for an aggregate of 1,033,441 shares, the number of shares that were available for issuance as of September 24, 2020 (the “Cutoff Date”) pursuant to the Prior Plan, plus the number of shares that
became available for issuance pursuant to the terms of the Prior Plan following the Cutoff Date and prior to the effective date. However, this share reserve is increased by shares awarded under this and the Prior Plan which are forfeited, expired,
settled for cash and shares withheld by the Company in payment of a tax withholding obligation after the effective date of the 2020 Omnibus Plan. Additionally, this share reserve was decreased by shares granted from the 2020 Omnibus Plan after the
effective date. At July 28, 2023, the number of shares authorized for future issuance under the Company’s active plan is 1,016,341. At
July 28, 2023, the number of outstanding awards under the 2020 Omnibus Plan and the Prior Plan was 161,738 and 37,464, respectively.
Types of Share-Based Awards
Nonvested Stock Awards
Nonvested stock awards consist of the Company’s common stock, generally accrue dividend equivalents and vest over
to five years. The fair value of the
Company’s nonvested stock awards which accrue dividends is equal to the market price of the Company’s stock at the date of the grant. Dividends are forfeited for any nonvested stock awards that do not vest.The Company’s nonvested stock awards include its long-term performance plans which were established by the Committee for
the purpose of rewarding certain officers with shares of the Company’s common stock if the Company achieved certain performance targets. The stock awards under the long-term performance plans are calculated or estimated based on achievement of
financial performance measures.
The following table summarizes the performance periods and vesting periods for the Company’s nonvested stock awards
under its long-term performance plans at July 28, 2023:
The following table summarizes the shares that have been accrued under the 2023 LTPP and 2022 LTPP at July 28, 2023:
A summary of the Company’s nonvested stock activity as of July 28, 2023, and changes during 2023 are presented in the
following table:
The following table summarizes the total fair value of nonvested stock that vested for each of the three years:
Compensation
Expense
The following table highlights the components of share-based compensation expense for each of the three years:
The following table highlights the total unrecognized compensation expense related to the outstanding nonvested stock
awards and nonvested stock units and the weighted-average periods over which the expense is expected to be recognized as of July 28, 2023:
During 2023, the Company issued 43,974 shares of its common stock resulting from the vesting of share-based compensation awards. Related tax withholding payments on these share-based compensation awards resulted in a net reduction to shareholders’
equity of $2,448.
|
Shareholder Rights Plan |
12 Months Ended | ||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||
Shareholder Rights Plan [Abstract] | |||||||||||||||||||||||||
Shareholder Rights Plan |
10. Shareholder Rights Plan
On April 9, 2021, the Company’s Board of
Directors declared a dividend of one
preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, and adopted a shareholder rights plan, as set forth in the Rights Agreement dated as of April 9, 2021 (the “Rights Agreement”), by and between the Company and American Stock Transfer
& Trust Company, LLC, as rights agent. The dividend was payable on April 19, 2021 to the shareholders of record on April 19, 2021. The Rights Agreement replaced the Company’s previous shareholder rights plan adopted in 2018 (the “2018 Plan”), and it became effective immediately following the expiration
of the 2018 Plan at the close of business on April 9, 2021. The 2018 Plan and the preferred share
purchase rights issued thereunder expired by their own terms and shareholders of the Company were not entitled to any payment as a result of the expiration of the 2018 Plan.
The Rights
The Rights initially trade with,
and are inseparable from, the Company’s common stock. The Rights are evidenced only by certificates or book entries that represent shares of common stock. New Rights will accompany any new shares of common stock the Company issues after April 19,
2021 until the Distribution Date described below.
Exercise Price
Each Right will allow its holder to purchase from the Company
of a share of Series A Junior Participating Preferred Stock (“Preferred Share”) for $600.00 (the “Exercise Price”) once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.Exercisability
The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 20% or more of the Company’s outstanding common stock.
Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership
of the underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – are treated as beneficial ownership of the number of shares of the Company’s common stock
equivalent to the economic exposure created by the derivative.
The date when the Rights become exercisable is the “Distribution Date.” Until the Distribution Date, the common stock
certificates will also evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After that date, the Rights will separate from the common stock and will be evidenced by book-entry credits or by Rights
certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person will be void and may not be exercised.
At July 28, 2023, none
of the Rights were exercisable.
Consequences of a Person or Group Becoming an Acquiring Person
Preferred Share Provisions
Each
of a Preferred Share, if issued:
The value of
of a Preferred Share will generally approximate the value of one share of common stock.Redemption
The Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If the Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are
redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be
adjusted if the Company has a stock split or stock dividends of its common stock.
Qualifying Offer Provision
The Rights would also not interfere with any all-cash, fully financed tender offer, exchange offer of common stock of the offeror
meeting certain terms and conditions further described below, or a combination thereof, in each case for all shares of common stock that remain open for a minimum of 60 business days and subject to a minimum condition of a majority of the outstanding shares and provide for a 20-business day “subsequent offering period” after consummation (such offers are referred to as “qualifying offers”). If an offer includes shares of common stock of the offeror, the Rights
would not interfere with such offer if such consideration consists solely of freely-tradeable common stock of a publicly-owned United States corporation; such common stock is listed or admitted to trading on the New York Stock Exchange, Nasdaq Global
Select Market or Nasdaq Global Market; the offeror has already received stockholder approval to issue such common stock prior to the commencement of such offer or no such approval is or will be required; the offeror has no other class of voting stock
outstanding; no person (including such person’s affiliated and associated persons) beneficially owns twenty percent (20%) or more of the
shares of common stock of the offeror then outstanding at the time of commencement of the offer or at any time during the term of the offer; and the offeror meets the registrant eligibility requirements for use of a registration statement on Form S-3
for registering securities under the Securities Act of 1933, as amended, including the filing of all reports required to be filed pursuant to the Exchange Act in a timely manner during the twelve (12) calendar months prior to the date of
commencement, and throughout the term, of such offer. In the event the Company receives a qualifying offer and the Board of Directors has not redeemed the Rights prior to the consummation of such offer, the consummation of the qualifying offer will
not cause the offeror or its affiliates to become an Acquiring Person, and the Rights will immediately expire upon consummation of the qualifying offer.
Exchange
After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding common stock, the Board of Directors may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions
The Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable
and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock. No adjustments to the Exercise Price of less than 1% will be made.
Amendments
The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the
Rights. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the agreement in a way that adversely affects holders of the Rights.
Expiration
The Rights will expire on April 9, 2024.
|
Employee Savings Plans |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||
Employee Savings Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Employee Savings Plans |
11. Employee Savings Plans
The Company sponsors a
(“401(k) Savings Plan”) covering salaried and hourly employees who have completed ninety days of service and have attained the age of .
This plan allows eligible employees to defer receipt of up to 50% of their compensation, as defined in the plan. The Company also
sponsors a (“Non-Qualified Savings Plan”) covering highly compensated employees, as defined in the plan. This plan allows eligible employees to defer receipt of up to 50% of their base compensation and 100% of their eligible bonuses,
as defined in the plan.Contributions under both plans may be
invested in various investment funds at the employee’s discretion. Such contributions, including the Company’s matching contributions described below, may not be invested in the Company’s common stock. In 2023, 2022 and 2021, the Company matched
50% of employee contributions for
each participant in the 401(k) Savings Plan up to a total of 5% of the employee’s compensation and matched 25% of employee contributions in the Non-Qualified Savings Plan up to a total of 6% of the employee’s compensation. Employee contributions vest
immediately while Company contributions vest 20% annually beginning on the first anniversary of a contribution date and are vested 100% on the fifth anniversary of such contribution date.
At the inception of the Non-Qualified Savings Plan, the Company established a Rabbi Trust to fund the plan’s
obligations. The market value of the trust assets for the Non-Qualified Savings Plan of $27,129 is included in other assets and the
related liability to the participants of $27,129 is included in other long-term obligations in the Consolidated Balance Sheets. Company
contributions under both plans are recorded as either labor and other related expenses or general and administrative expenses in the Consolidated Statements of Income.
The following table summarizes the Company’s contributions for each plan for each of the three years:
|
Income Taxes |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes |
12. Income Taxes
The components of the provision for income
taxes for each of the three years were as follows:
A reconciliation of the Company’s
provision for income taxes and income taxes based on the statutory U.S. federal rate of 21.0% in 2023, 2022 and 2021 was as follows:
The decrease in the Company’s provision for income taxes in 2023 as compared to 2022 is primarily due to the decrease in income before
income taxes. The decrease in the Company’s provision for income taxes in 2022 as compared to 2021 is primarily due to the decrease in income before income taxes and the benefit of higher income tax credits.
Significant components of the Company’s net deferred tax liability consisted of the following at:
The Company has a deferred tax asset of $20,508
reflecting federal income tax credit carryforwards that expire in 2043. The Company has state income tax net operating loss carryforwards (“NOL”) of $84,630
and has recorded a deferred tax asset of $4,762 reflecting this benefit. These state NOLs generally expire in years beginning 2037 and
after.
The Company believes that adequate
amounts of tax, interest and penalties have been provided for potential tax uncertainties; these amounts are included in other long-term liabilities in the Consolidated Balance Sheets. As of July 28, 2023 and July 29, 2022, the Company’s gross
liability for uncertain tax positions, exclusive of interest and penalties, was $9,675 and $10,858, respectively.
Summarized below is a tabular
reconciliation of the beginning and ending balance of the Company’s total gross liability for uncertain tax positions exclusive of interest and penalties:
If the Company were to prevail on
all uncertain tax positions, the reversal of this accrual would be a tax benefit to the Company and impact the effective tax rate. The following table highlights the amount of uncertain tax positions, exclusive of interest and penalties, which, if
recognized, would affect the effective tax rate for each of the three years:
The Company had $7,896, $7,133, and $7,755 in interest and penalties accrued as of July 28, 2023, July 29, 2022,
and July 30, 2021, respectively.
The Company recognized accrued
interest and penalties related to unrecognized tax benefits of $764, $(622) and $545 in its provision for income taxes on July 28, 2023, July 29, 2022 and July 30, 2021, respectively.
In many cases, the Company’s
uncertain tax positions are related to tax years that remain subject to examination by the relevant taxing authorities. Based on the outcome of these examinations or as a result of the expiration of the statutes of limitations for specific taxing
jurisdictions, it is reasonably possible that the related uncertain tax positions taken regarding previously filed tax returns could decrease from those recorded as liabilities for uncertain tax positions in the Company’s financial statements at
July 28, 2023 by approximately $3,000 to $5,000 within the next twelve months. At July 28, 2023, the Company was subject to income tax examinations for its U.S. federal income taxes after 2018 and for state and local
income taxes generally after 2018.
|
Net Income Per Share and Weighted Average Shares |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares |
13. Net Income Per Share and Weighted Average Shares
The following table reconciles the components of diluted earnings per share computations:
|
Commitments and Contingencies |
12 Months Ended |
---|---|
Jul. 28, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies |
14. Commitments and Contingencies
The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their
business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect the Company’s consolidated results of
operations or financial position.
The Company maintains insurance coverage for various aspects of its business and operations. The Company has elected,
however, to retain all or a portion of losses that occur through the use of various deductibles, limits and retentions under its insurance programs. This situation may subject the Company to some future liability for which it is only partially
insured, or completely uninsured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of its contracts. See Note 1 for a further discussion of
insurance and insurance reserves.
Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit
guarantees to certain insurers. As of July 28, 2023, the Company had $31,896 of standby letters of credit related to securing reserved
claims under workers’ compensation insurance and the July 29, 2020 and August 4, 2021 sale and leaseback transactions. All standby letters of credit are renewable annually and reduce the Company’s borrowing availability under its Revolving Credit
facility (see Note 4).
The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of
business. The Company believes that the probability of incurring an actual liability under other indemnification agreements is sufficiently remote so that no liability has been recorded in the Consolidated Balance Sheet.
|
Nature of Operations and Summary of Significant Accounting Policies (Policies) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Fiscal year |
Fiscal year – The Company’s fiscal
year ends on the Friday nearest July 31st and each quarter consists of thirteen weeks unless noted otherwise. References in these Notes to a year or quarter are to the Company’s fiscal year or quarter unless noted otherwise.
|
|||||||||||||||||||||||||||||||||||||||||||||||
GAAP |
GAAP – The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted
accounting principles in the U.S. (“GAAP”).
|
|||||||||||||||||||||||||||||||||||||||||||||||
Principles of consolidation |
Principles of consolidation – The Consolidated Financial Statements include the accounts of the Company and its
subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Use of estimates |
Use of estimates – Management of the Company has made certain estimates and assumptions relating to the reporting of
assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods to prepare these Consolidated Financial Statements
in conformity with GAAP. Management believes that such estimates have been based on reasonable and supportable assumptions and that the resulting estimates are reasonable for use in the preparation of the Consolidated Financial Statements. Actual
results, however, could differ from those estimates.
|
|||||||||||||||||||||||||||||||||||||||||||||||
External impacts to the Company's operating environment |
External impacts to the Company’s operating environment – The Company’s operating results have been impacted by the
COVID-19 pandemic and other macroeconomic conditions. During 2021, the Company’s business began recovering from the COVID-19 pandemic, but the Company continued to see negative impacts on the Company’s sales and traffic as a result of both
changes in consumer behavior and federal, state and local governmental authorities’ continuation of various restrictions on travel, group gatherings and dine-in services. Dining room service was operational to varying degrees, yet most locations
were impacted at times by capacity restrictions, social distancing guidelines, and decreased consumer demand for in-person dining. In 2022, the Company continued to recover from the COVID-19 pandemic; however, the Company believes outbreaks of
new variants adversely impacted consumer demand in 2022. While the Company’s dining rooms operated without COVID-related restrictions in 2023, it is possible that renewed outbreaks, increases in cases and/or new variants of the disease, either
as part of a national trend or on a more localized basis, could result in COVID-19-related restrictions including capacity restrictions or otherwise limit the Company’s dine-in services, or negatively affect consumer demand. In 2023 and 2022,
the Company experienced inflationary conditions with respect to the cost for food, ingredients, retail merchandise, transportation, distribution, labor and utilities resulting, in part, from economic pressures related to the COVID-19 pandemic.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents |
Cash and cash equivalents – The Company’s policy is to consider all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Accounts receivable |
Accounts receivable – Accounts receivable represent their estimated net realizable value. Accounts receivable are
written off when they are deemed uncollectible.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories – Cost of restaurant inventory is determined by the first-in, first-out (“FIFO”) method. Retail inventories
are valued using the retail inventory method (“RIM”) except at the retail distribution center which are valued using moving average cost. Approximately 60%
of retail inventories are valued using RIM. Retail inventories valued using RIM are stated at the lower of cost or market. Cost of restaurant inventory and retail inventory valued using moving average cost are stated at the lower of cost and net
realizable value. See Note 3 for additional information regarding the components of inventory.
Valuation provisions are included for retail inventory obsolescence, retail inventory shrinkage, returns and
amortization of certain items. The estimate of retail inventory shrinkage is adjusted upon physical inventory counts. Annual physical inventory counts are conducted based upon a cyclical inventory schedule. An estimate of shrinkage is recorded for
the time period between physical inventory counts by using a two-year average of the physical inventories’ results on a store-by-store
basis.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Property and equipment |
Property and equipment – Property and equipment are stated at cost. For financial reporting purposes, depreciation and
amortization on these assets are computed by use of the straight-line and double-declining balance methods over the estimated useful lives of the respective assets, as follows:
Accelerated depreciation methods are generally used for income tax purposes.
Total depreciation expense and depreciation expense related to store operations for each of the three years are as
follows:
*Depreciation
expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.
Gain or loss is recognized upon disposal of property and equipment. The asset and related accumulated depreciation and
amortization amounts are removed from the accounts.
Maintenance and repairs, including the replacement of minor items, are charged to expense and major additions to
property and equipment are capitalized.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Impairment of long-lived assets |
Impairment of long-lived assets – The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total expected future cash flows are less than the carrying value of
the asset, the carrying value is written down, for an asset to be held and used, to the estimated fair value or, for an asset to be disposed of, to the fair value, net of estimated costs of disposal. Any loss resulting from impairment is recognized
by a charge to income. During 2023, six Cracker Barrel locations were determined to be impaired and the Company recorded an impairment
charge of $11,692, which is included in the impairment and store closing costs line on the Consolidated Statement of Income.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and other intangible assets |
Goodwill and other intangible assets – The Company accounts for all transactions that represent business combinations using the
acquisition method of accounting, where the identifiable assets acquired and the liabilities assumed are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized
for reporting periods following the acquisition date are estimated and recorded as estimated amounts. Adjustments to these estimated amounts during the measurement period (defined as the date through which all information required to identify and
measure the consideration transferred, the assets acquired and the liabilities assumed has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the
consideration conveyed in the acquisition over the fair value of the net assets acquired. Goodwill and other intangibles are evaluated for impairment annually on June 1 or more frequently if events occur or circumstances change that, more likely
than not, reduce the fair value of the reporting unit below its carrying value. At July 28, 2023 and July 29, 2022, the Company does not have any reporting units that are at risk of failing step one of the impairment test. At both July 28, 2023 and
July 29, 2022, goodwill of $4,690 consisted of the Company’s acquisition of its 100% ownership of Maple Street Biscuit Company (“MSBC”), a breakfast and lunch fast casual concept.
Other intangibles primarily consist of the MSBC tradename and liquor licenses. The MSBC tradename was capitalized as an
indefinite-lived intangible asset and, at both July 28, 2023 and July 29, 2022, was $20,960. The costs of obtaining non-transferable
liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor
licenses are capitalized as indefinite-lived intangible assets. Liquor licenses capitalized as intangible assets were $2,290 and $105, respectively, at July 28, 2023 and July 29, 2022.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Convertible Senior Notes |
Convertible Senior Notes – In June 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625% convertible Senior
Notes due in 2026 (the “Notes”). In accordance with accounting guidance on embedded conversion features indexed to and settled in equity, the Company valued and bifurcated the conversion option associated with the Notes from the respective host debt
instrument. The carrying amount of the equity is recorded as a debt discount and represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. The significant assumptions
used in the fair value of the liability component of the Notes were risk-free rate, discount rate based on the Company’s implied credit spread and term of the Notes, expected volatility of the Company’s stock price and dividend yield. The resulting
debt discount on the Notes is amortized to interest expense using the effective interest method over the contractual term of the Notes. In addition, the debt issuance costs related to the issuance of the Notes were allocated between the liability and
equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Notes balance on the Company’s consolidated balance sheets. These
costs are amortized to interest expense using the effective interest method over the term of the Notes.
Due to the Company’s adoption of new accounting guidance for convertible instruments on July 31, 2021, the Company no longer bifurcates the Notes into a liability and an equity component in the Company’s Consolidated Balance Sheets.
Upon adoption of this new accounting guidance, the Notes are accounted for entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs. The equity conversion feature that was recorded to equity, as
well as the unamortized debt discount and amortization expense attributable to equity, have been derecognized.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Derivative instruments and hedging activities |
Derivative instruments and hedging activities – The Company is exposed to market risk, such as changes in interest rates and commodity prices. The Company has interest rate
risk relative to its outstanding borrowings under the revolving credit facility (see Note 4). The Company’s policy has been to manage interest cost using a mix of fixed and variable rate debt. To manage this risk in a cost-efficient manner, prior
to 2022, the Company used derivative instruments, specifically interest rate swaps. In the fourth quarter of 2021, the Company terminated all of its interest rate swaps and issued the Notes (see discussion above under “Convertible Senior Notes”
and Note 5 for further information).
Prior to the termination of the interest rate swaps in the fourth quarter of 2021, all of the Company’s interest rate swaps were accounted for as cash flow hedges. For derivative instruments that were designated
and qualify as a cash flow hedge, the gain or loss on the derivative instrument was reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affected earnings and
was presented in the same statement of income line item as the earnings effect of the hedged item. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness, if any, are recognized
currently in earnings in the same statement of income line item as the earnings effect of the hedged item. The Company did not elect to reclassify income tax effects resulting from the Tax Cuts and Jobs Act to retained earnings; income tax effects
are released on an individual basis to income tax expense.
Companies may elect whether or not to offset related assets and liabilities and report the net amount on their financial
statements if the right of setoff exists. Under a master netting agreement, the Company has the legal right to offset the amounts owed to the Company against amounts owed by the Company under a derivative instrument that exists between the Company
and a counterparty. When the Company is engaged in more than one outstanding derivative transaction with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, its credit risk exposure is based on
the net exposure under the master netting agreement. If, on a net basis, the Company owes the counterparty, the Company regards its credit exposure to the counterparty as being zero.
The Company does not hold or use derivative instruments for trading purposes. The Company also does not have any
derivatives not designated as hedging instruments and has not designated any non-derivatives as hedging instruments. See Note 5 for additional information on the Company’s derivative and hedging activities.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Segment reporting |
Segment reporting – Operating segments are components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Using these criteria, the Company manages its business on the basis of one reportable operating segment (see Note 7 for additional information regarding segment reporting).
|
|||||||||||||||||||||||||||||||||||||||||||||||
Unredeemed gift cards and certificates |
Unredeemed gift cards and certificates – Unredeemed gift cards and certificates represent a liability of the Company
related to unearned income and are recorded at their expected redemption value. No revenue is recognized in connection with the point-of-sale transaction when gift cards or gift certificates are sold. Any amounts remitted to states under escheat or
similar laws reduce the Company’s deferred revenue liability and have no effect on revenue or expense while any amounts that the Company is permitted to retain are recorded as revenue. See “Revenue recognition” section in this Note for information
regarding breakage.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Revenue recognition |
Revenue recognition – Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes
revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company recognizes revenues from restaurant sales when payment is tendered at the
point of sale, as the Company’s performance obligation to provide food and beverages is satisfied. The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide
merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, the Company provides for estimated returns based on return history and sales levels. The Company’s policy is to
present sales in the Consolidated Statements of Income on a net presentation basis after deducting sales tax.
Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at
the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain
number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Consolidated Statements of Income over the expected redemption period. Gift card
breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The
determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated
redemption. For 2023, 2022 and 2021, gift card breakage was $10,713, $9,572, and $6,349, respectively. Revenue recognized in the Consolidated
Statements of Income for 2023, 2022 and 2021, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $40,103, $42,169, and $42,266, respectively. Deferred revenue related to the Company’s gift cards was $88,566
and $93,569, respectively, at July 28, 2023 and July 29, 2022.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Insurance |
Insurance – The Company self-insures a significant portion of its workers’ compensation and general liability programs.
The Company purchases insurance for individual workers’ compensation claims that exceed $750 or $1,000 depending on the state in which the claim originates. The Company purchases insurance for individual general liability claims that exceed $500.
The Company records a reserve for workers’ compensation and general liability for all unresolved claims and for an
estimate of incurred but not reported claims (“IBNR”). These reserves and estimates of IBNR claims are based upon a full scope actuarial study which is performed annually at the end of the Company’s third quarter and is adjusted by the actuarially
determined losses and actual claims payments for the fourth quarter. Additionally, the Company performs limited scope actuarial studies on a quarterly basis to verify and/or modify the Company’s reserves. The reserves and losses in the actuarial
study represent a range of possible outcomes within which no given estimate is more likely than any other estimate. As such, the Company records the losses at the lower half of that range and discounts them to present value using a risk-free
interest rate based on projected timing of payments. The Company also monitors actual claims development, including incurrence or settlement of individual large claims during the interim periods between actuarial studies as another means of
estimating the adequacy of its reserves.
The Company’s group health plans combine the use of self-insured and fully-insured programs. Benefits for any
individual (employee or dependents) in the self-insured program are limited. The Company records a liability for the self-insured portion of its group health program for all unpaid claims based upon a loss development analysis derived from actual
group health claims payment experience. The Company also records a liability for unpaid prescription drug claims based on historical experience.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Store pre-opening costs |
Store pre-opening costs – Start-up costs of a new store are expensed when incurred.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Leases |
Leases – The Company’s leases are
classified as either finance or operating leases. The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases its
advertising billboards, vehicle fleets and certain equipment under various non-cancellable operating leases. To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to
control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the
identified asset, the Company recognizes a right-of-use asset and lease liability.
The Company’s leases all have varying terms and expire at various dates through 2058. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years
each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday
periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the
lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent
provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is
probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Advertising |
Advertising – The Company expenses the costs of producing advertising the first time the advertising takes place. Other
advertising costs are expensed as incurred.
Advertising expense for each of the three years was as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation |
Share-based compensation – The Company’s share-based compensation consists of nonvested stock awards and units.
Share-based compensation is recorded in general and administrative expenses in the Consolidated Statements of Income. Share-based compensation expense is recognized based on the grant date fair value and the achievement of performance conditions for
certain awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period, which is generally the award’s vesting period, or to the date on which retirement eligibility is achieved, if
shorter.
Certain nonvested stock awards and units contain performance conditions. Compensation expense for performance-based
awards is recognized when it is probable that the performance criteria will be met. If any performance goals are not met, no compensation expense is ultimately recognized and, to the extent previously recognized, compensation expense is reversed.
If a share-based compensation award is modified after the grant date, incremental compensation expense is recognized in
an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Incremental compensation expense for vested awards is recognized immediately. For unvested awards,
the sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original award on the modification date is recognized over the modified service period.
Additionally, the Company’s policy is to issue shares of common stock to satisfy exercises of share-based compensation
awards.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Income taxes |
Income taxes – The Company’s provision for income taxes includes employer tax credits for FICA taxes paid on employee
tip income and other employer tax credits are accounted for by the flow-through method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company recognizes (or derecognizes) a tax position taken or expected to be taken in a tax return in the financial statements when it is more likely than not (i.e., a likelihood of more than
fifty percent) that the position would be sustained (or not sustained) upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. The Company recognizes, net of tax, interest and estimated penalties related to uncertain tax positions in its provision for income taxes. See Note 12 for additional information regarding income taxes.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income |
Comprehensive income – Comprehensive income includes net income and the effective unrealized portion of the changes in
the fair value of the Company’s interest rate swaps. The Company terminated all of its interest rate swaps in 2021.
|
|||||||||||||||||||||||||||||||||||||||||||||||
Net income per share |
Net income per share – Basic consolidated net income
per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted consolidated net income per share reflects the potential
dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock and is based upon the weighted average number of common and common equivalent shares outstanding during the
reporting period. Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company represent the only
dilutive effects on diluted consolidated net income per share. Prior to the adoption of new accounting guidance for convertible instruments in 2022, the Company’s convertible senior notes and related warrants were calculated using the treasury
stock method. Beginning in 2022, the convertible senior notes and related warrants are calculated using the net share settlement option under the if-converted method. Because the principal amount of the convertible senior notes will be settled in
cash with any excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s common stock
during the reporting period did not exceed the conversion price of $169.80 as of July 28, 2023. Warrants were excluded from the
computation of diluted earnings per share since the warrants’ strike price of $237.73 was greater than the average market price of the
Company’s common stock during the period. See Note 13 for additional information regarding net income per share and Note 4 for additional information regarding the Company’s convertible senior notes.
|
Fair Value Measurements (Policies) |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||
Fair Value Measurements [Abstract] | |||||||
Fair value measurements |
Fair value for certain of the Company’s assets and liabilities is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, a three-level hierarchy for inputs is used. These levels are:
The Company did not have any liabilities measured at fair value on a recurring basis at July 28, 2023 and July 29, 2022. The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to
estimate fair value. The fair values of accounts receivable and accounts payable at July 28, 2023 and July 29, 2022, approximate their carrying
amounts because of their short duration. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its
carrying amounts at July 28, 2023 and July 29, 2022.
The Company’s financial instruments that are not remeasured at fair value include the 0.625% convertible Senior Notes (see Note 4). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified
as Level 2 as described above. The estimated fair value of the Notes was $259,311 and $255,894 as of July 28, 2023 and July 29, 2022, respectively.
Assets Measured at Fair Value on a Nonrecurring Basis
During 2023, six
Cracker Barrel locations were determined to be impaired because of declining operating performance. Fair value of these locations was determined by sales prices of comparable assets or estimates of discounted future cash flows considering their
highest and best use. Assumptions used in the cash flow model included projected annual revenue growth rates and projected cash flows, which can be affected by economic conditions and management’s expectations. Additionally, changes in the local
and national economies and markets for real estate and other assets can impact the sales prices of the assets. The Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs,
and thus, are considered Level 3 inputs. Based on its analysis, the Company recorded an impairment charge of $11,692, which is included
in the impairment and store closing costs line on the Consolidated Statement of Income.
|
Nature of Operations and Summary of Significant Accounting Policies (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||
Nature of Operations and Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Estimated Useful Lives of Assets |
Property and equipment – Property and equipment are stated at cost. For financial reporting purposes, depreciation and
amortization on these assets are computed by use of the straight-line and double-declining balance methods over the estimated useful lives of the respective assets, as follows:
|
|||||||||||||||||||||||||||||||||||||||
Total Depreciation Expense and Depreciation Expense Related to Store Operations |
Total depreciation expense and depreciation expense related to store operations for each of the three years are as
follows:
*Depreciation
expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.
|
|||||||||||||||||||||||||||||||||||||||
Advertising Expense |
Advertising expense for each of the three years was as follows:
|
Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets Liabilities Measured at Fair Value on a Recurring Basis |
The Company’s assets and liabilities measured at fair value on a recurring basis at July 28, 2023 were as follows:
The Company’s assets and
liabilities measured at fair value on a recurring basis at July 29, 2022 were as follows:
*Consists of money market
fund investments.
**Represents plan assets
invested in mutual funds established under a Rabbi Trust for the Company’s non-qualified savings plan and is included in the Consolidated Balance Sheets as other assets (see Note 11).
|
Inventories (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories were comprised of the following at:
|
Debt (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Principal Amount and Carrying Value of the Notes |
The following table includes the outstanding principal amount and carrying value of the Notes as of the period
indicated:
|
|||||||||||||||||||||||||||||||||||||||||||||
Summary of Interest Expense |
The effective rate of the Notes over their
expected life is 1.23%. The following is a summary of interest expense for the Notes for the year ended July 28, 2023 and July 29, 2022:
|
Derivative Instruments and Hedging Activities (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities [Abstract] | |||||||||||||||||||||||||||||||
Pre-tax Effects of Derivative Instruments on AOCL and Income |
The following table summarizes the pre-tax effects of the Company’s derivative instruments on AOCL for 2021:
|
||||||||||||||||||||||||||||||
Changes in AOCL, Net of Tax, Related to Interest Rate Swaps |
The following table summarizes the pre-tax effects of the Company’s derivative instruments on income for 2021:
|
||||||||||||||||||||||||||||||
Amounts Reclassified Out of AOCL Related to Interest Rate Swaps |
The following table summarizes the amounts reclassified out of AOCL related to the Company’s interest rate swaps for the
years ended July 30, 2021:
|
Segment Information (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Composition of Total Revenue |
Total revenue was comprised of the following at:
|
Leases (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Lease Cost for Operating Leases |
The following table summarizes the components of lease cost for operating leases for the years ended July 28, 2023,
July 29, 2022 and July 30, 2021:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases |
The following table summarizes
supplemental cash flow information and non-cash activity related to the Company’s operating leases for the years ended July 28, 2023, July 29, 2022 and July 30, 2021:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases |
The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for
operating leases as of July 28, 2023, July 29, 2022 and July 30, 2021:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability |
The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease
liability as of July 28, 2023:
|
Share-Based Compensation (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LTPP Performance and Vesting Period |
The following table summarizes the performance periods and vesting periods for the Company’s nonvested stock awards
under its long-term performance plans at July 28, 2023:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Outstanding Awards under LTPP |
The following table summarizes the shares that have been accrued under the 2023 LTPP and 2022 LTPP at July 28, 2023:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nonvested Stock Activity |
A summary of the Company’s nonvested stock activity as of July 28, 2023, and changes during 2023 are presented in the
following table:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate Fair Value of Non Vested Stock |
The following table summarizes the total fair value of nonvested stock that vested for each of the three years:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Share-based Compensation Expense |
The following table highlights the components of share-based compensation expense for each of the three years:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized Compensation Cost, Nonvested Awards |
The following table highlights the total unrecognized compensation expense related to the outstanding nonvested stock
awards and nonvested stock units and the weighted-average periods over which the expense is expected to be recognized as of July 28, 2023:
|
Employee Savings Plans (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||
Employee Savings Plans [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Contributions for Employee Savings Plans |
The following table summarizes the Company’s contributions for each plan for each of the three years:
|
Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Provision for Income Taxes |
The components of the provision for income
taxes for each of the three years were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Provision for Income Taxes and Income Taxes Based on Statutory U.S. Federal Rate |
A reconciliation of the Company’s
provision for income taxes and income taxes based on the statutory U.S. federal rate of 21.0% in 2023, 2022 and 2021 was as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Components of Net Deferred Tax Liability |
Significant components of the Company’s net deferred tax liability consisted of the following at:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Total Gross Liability for Uncertain Tax Positions Exclusive of Interest and Penalties |
Summarized below is a tabular
reconciliation of the beginning and ending balance of the Company’s total gross liability for uncertain tax positions exclusive of interest and penalties:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Uncertain Tax Positions that, if Recognized, Would Affect Effective Tax Rate |
If the Company were to prevail on
all uncertain tax positions, the reversal of this accrual would be a tax benefit to the Company and impact the effective tax rate. The following table highlights the amount of uncertain tax positions, exclusive of interest and penalties, which, if
recognized, would affect the effective tax rate for each of the three years:
|
Net Income Per Share and Weighted Average Shares (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Components of Diluted Earnings per Share Computations |
The following table reconciles the components of diluted earnings per share computations:
|
Fair Value Measurements (Details) $ in Thousands |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jul. 28, 2023
USD ($)
Location
|
Jul. 29, 2022
USD ($)
|
Jun. 18, 2021 |
|||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Number of locations determined to be impaired | Location | 6 | ||||||
Impairment charge | $ 11,692 | ||||||
0.625% Convertible Senior Notes Due 2026 [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Interest rate | 0.625% | 0.625% | |||||
Level 2 [Member] | 0.625% Convertible Senior Notes Due 2026 [Member] | Estimated Fair Value [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Fair value of notes | $ 259,311 | $ 255,894 | |||||
Recurring [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 9,001 | 18,001 | ||||
Total | 9,001 | 18,001 | |||||
Deferred compensation plan assets measured at net asset value | [2] | 27,129 | 27,843 | ||||
Total assets at fair value | 36,130 | 45,844 | |||||
Liabilities at fair value | 0 | 0 | |||||
Recurring [Member] | Level 1 [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 9,001 | 18,001 | ||||
Total | 9,001 | 18,001 | |||||
Recurring [Member] | Level 2 [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 0 | 0 | ||||
Total | 0 | 0 | |||||
Recurring [Member] | Level 3 [Member] | |||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 0 | 0 | ||||
Total | $ 0 | $ 0 | |||||
|
Inventories (Details) - USD ($) $ in Thousands |
Jul. 28, 2023 |
Jul. 29, 2022 |
---|---|---|
Inventories [Abstract] | ||
Retail | $ 145,175 | $ 170,846 |
Restaurant | 24,427 | 25,284 |
Supplies | 19,762 | 17,119 |
Total | $ 189,364 | $ 213,249 |
Debt, Revolving Credit Facility (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jun. 17, 2022 |
Jun. 16, 2022 |
|
2022 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Line of credit facility, term | 5 years | |||
Maximum borrowing capacity | $ 700,000 | |||
Option to increase revolving credit facility | $ 200,000 | |||
Outstanding borrowings | $ 120,000 | |||
Amount of standby letters of credit | 31,896 | |||
Remaining borrowing capacity | $ 548,104 | |||
Weighted average interest rates | 6.79% | |||
Liquidity requirements | $ 100,000 | |||
Leverage ratio, maximum | 2.75 | |||
Dividends threshold | $ 100,000 | |||
Multiplier used in calculating aggregate amount of cash dividends on shares of common stock in any fiscal year | 4 | |||
2022 Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
2019 Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Abstract] | ||||
Maximum borrowing capacity | $ 800,000 | |||
Outstanding borrowings | $ 130,000 | |||
Weighted average interest rates | 3.49% |
Debt, Convertible Senior Notes (Details) $ / shares in Units, $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Jun. 18, 2021
USD ($)
$ / shares
shares
|
Jul. 28, 2023
USD ($)
d
shares
|
Jul. 29, 2022
USD ($)
|
Jul. 30, 2021
USD ($)
|
Jun. 15, 2021
$ / shares
|
|
Convertible Senior Notes [Abstract] | |||||
Net proceeds from notes offering | $ 0 | $ 0 | $ 291,605 | ||
0.625% Convertible Senior Notes Due 2026 [Member] | |||||
Convertible Senior Notes [Abstract] | |||||
Interest rate | 0.625% | 0.625% | |||
Maturity date | Jun. 15, 2026 | ||||
Periodic interest payment frequency | semi-annually | ||||
Period of special interest to be received in the event of default | 180 days | ||||
Special interest rate to be received for first 90 days | 0.25% | ||||
Special Interest rate to be received thereafter | 0.50% | ||||
Conversion rate of common stock (in shares) | shares | 5.3153 | 5.8892 | |||
Debt instrument, converted amount | $ 1,000 | $ 1,000 | |||
Conversion price per share (in dollars per share) | $ / shares | $ 188.14 | ||||
Common stock premium percentage | 25.00% | ||||
Sale price per share (in dollars per share) | $ / shares | $ 150.51 | ||||
Net proceeds from notes offering | $ 291,125 | ||||
Threshold percentage of stock price trigger | 130.00% | ||||
Threshold trading days | d | 20 | ||||
Threshold consecutive trading days | d | 30 | ||||
Liability component [Abstract] | |||||
Principal | $ 300,000 | $ 300,000 | 300,000 | ||
Less: Debt issuance costs | 5,171 | 6,901 | |||
Net carrying amount | $ 294,829 | $ 293,099 | |||
0.625% Convertible Senior Notes Due 2026 [Member] | Maximum [Member] | |||||
Convertible Senior Notes [Abstract] | |||||
Additional principal amount | $ 25,000 |
Debt, Summary of Interest Expense (Details) - 0.625% Convertible Senior Notes Due 2026 [Member] - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
|
Interest Expense [Abstract] | ||
Interest rate effective percentage | 1.23% | |
Coupon interest | $ 1,896 | $ 1,896 |
Amortization of issuance costs | 1,730 | 1,755 |
Total interest expense | $ 3,626 | $ 3,651 |
Debt, Convertible Note Hedge and Warrant Transactions (Details) - Convertible Note Hedge Transactions [Member] $ / shares in Units, $ in Thousands |
12 Months Ended |
---|---|
Jul. 28, 2023
USD ($)
$ / shares
shares
| |
Convertible Note Hedge and Warrant Transactions [Abstract] | |
Number of shares of common stock included in Warrant Transactions (in shares) | shares | 1,600,000 |
Strike price (in dollars per share) | $ 263.39 |
Adjusted strike price (in dollars per share) | $ 237.73 |
Portion of net proceeds from offering of Notes used to pay the premium on Convertible Note Hedge Transactions, net of proceeds from Warrant Transactions | $ | $ 30,310 |
Derivative Instruments and Hedging Activities, Pre-Tax Effects of Derivative Instruments on AOCL and Income (Details) - Interest Rate Swaps [Member] - Cash Flow Hedging [Member] $ in Thousands |
12 Months Ended |
---|---|
Jul. 30, 2021
USD ($)
| |
Interest Rate Cash Flow Hedges [Abstract] | |
Amount of income recognized in AOCL on derivatives (effective portion) | $ 27,110 |
Interest Expense [Member] | |
Interest Rate Cash Flow Hedges [Abstract] | |
Amount of loss reclassified from AOCL into income (effective portion) | $ 25,420 |
Derivative Instruments and Hedging Activities, Amounts Reclassified out of AOCL Related to Interest Rate Swaps (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Amounts Reclassified Out of AOCL Related to Interest Rate Swaps [Abstract] | |||
Interest expense | $ 17,006 | $ 9,620 | $ 56,108 |
Provision for income taxes | 4,561 | 11,503 | 56,038 |
Net of tax | $ 99,050 | $ 131,880 | 254,513 |
Interest Rate Swaps [Member] | Cash Flow Hedging [Member] | |||
Amounts Reclassified Out of AOCL Related to Interest Rate Swaps [Abstract] | |||
Ineffectiveness recorded in earnings on interest rate cash flow hedge | 0 | ||
Loss on Cash Flow Hedges [Member] | Reclassification out of Accumulated Other Comprehensive Income (Loss) [Member] | Cash Flow Hedging [Member] | |||
Amounts Reclassified Out of AOCL Related to Interest Rate Swaps [Abstract] | |||
Provision for income taxes | 6,342 | ||
Net of tax | (19,078) | ||
Loss on Cash Flow Hedges [Member] | Interest Rate Swaps [Member] | Reclassification out of Accumulated Other Comprehensive Income (Loss) [Member] | Cash Flow Hedging [Member] | |||
Amounts Reclassified Out of AOCL Related to Interest Rate Swaps [Abstract] | |||
Interest expense | $ (25,420) |
Share Repurchases (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Share Repurchases [Abstract] | |||
Maximum amount of share repurchase authorization | $ 200,000 | $ 100,000 | |
Shares of common stock repurchased (in shares) | 171,792 | 1,248,184 | 232,543 |
Cost of shares repurchased | $ 17,449 | $ 131,542 | $ 35,000 |
Segment Information (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023
USD ($)
Line
Segment
|
Jul. 29, 2022
USD ($)
|
Jul. 30, 2021
USD ($)
|
|
Segment Information [Abstract] | |||
Number of product lines | Line | 2 | ||
Number of reportable operating segments | Segment | 1 | ||
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 3,442,808 | $ 3,267,786 | $ 2,821,444 |
Restaurant [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | 2,740,866 | 2,565,628 | 2,227,246 |
Retail [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 701,942 | $ 702,158 | $ 594,198 |
Leases, Summary (Details) $ in Thousands |
Jul. 28, 2023
USD ($)
|
---|---|
Leases [Abstract] | |
Undiscounted future payments for leases not yet commenced in 2024 | $ 15,714 |
Undiscounted future payments for leases not yet commenced in 2025 | $ 21,673 |
Leases, Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Components of Lease Cost for Operating Leases [Abstract] | |||
Operating lease cost | $ 109,908 | $ 108,903 | $ 106,266 |
Short term lease cost | 2,947 | 2,409 | 2,363 |
Variable lease cost | 3,669 | 2,673 | 2,248 |
Total lease cost | $ 116,524 | $ 113,985 | $ 110,877 |
Leases, Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Aug. 04, 2020 |
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Operating cash flow information [Abstract] | ||||
Gain on sale and leaseback transactions | $ 217,722 | $ 0 | $ 0 | $ 217,722 |
Cash paid for amounts included in the measurement of lease liabilities | 95,294 | 92,600 | 89,264 | |
Noncash information [Abstract] | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 17,378 | 19,143 | 316,563 | |
Lease modifications or reassessments increasing or decreasing right-of-use assets | 11,320 | 11,978 | 35,059 | |
Lease modifications removing right-of-use assets | $ (413) | $ (670) | $ (544) |
Leases, Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases (Details) |
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
---|---|---|---|
Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases [Abstract] | |||
Weighted-average remaining lease term | 16 years 10 months 17 days | 17 years 4 months 17 days | 18 years 2 months 1 day |
Weighted-average discount rate | 5.09% | 4.90% | 4.84% |
Leases, Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability (Details) - USD ($) $ in Thousands |
Jul. 28, 2023 |
Aug. 04, 2020 |
---|---|---|
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability [Abstract] | ||
2024 | $ 82,360 | |
2025 | 73,888 | |
2026 | 70,198 | |
2027 | 67,451 | |
2028 | 66,858 | |
Thereafter | 773,692 | |
Total future minimum lease payments | 1,134,447 | |
Less imputed remaining interest | (385,698) | |
Total present value of operating lease liabilities | $ 748,749 | $ 133,663 |
Leases, Sale and Leaseback Transactions (Details) $ in Thousands |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Aug. 04, 2020
USD ($)
Store
|
Jul. 29, 2020
USD ($)
Store
|
Jul. 28, 2023
USD ($)
|
Jul. 29, 2022
USD ($)
|
Jul. 30, 2021
USD ($)
|
Jul. 31, 2009
Store
|
|
Sale Leaseback Transactions [Abstract] | ||||||
Initial lease term | 20 years | |||||
Aggregate purchase price, net of closing costs | $ 146,357 | |||||
Aggregate initial annual rent payment for lease properties | $ 10,393 | |||||
Percentage of increase in annual rental payments in initial terms | 1.00% | |||||
Gain on sale and leaseback transaction | $ 217,722 | $ 0 | $ 0 | $ 217,722 | ||
Right-of-use assets, non-cash | 175,960 | |||||
Operating lease right-of-use assets | 309,624 | 889,306 | $ 933,524 | |||
Operating lease liabilities | $ 133,663 | $ 748,749 | ||||
Maximum [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Lease renewal option | 50 years | |||||
Owned Stores [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Number of owned stores involved in sale-lease back transactions | Store | 62 | |||||
Aggregate purchase price, net of closing costs | $ 198,083 | |||||
Sale-leaseback Transactions in 2009 [Member] | Owned Stores [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Number of owned stores involved in sale-lease back transactions | Store | 15 | |||||
Initial lease term | 20 years | |||||
Sale-leaseback Transactions in 2009 [Member] | Owned Stores [Member] | Maximum [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Lease renewal option | 20 years | |||||
Sale-leaseback Transactions in 2009 [Member] | Retail Distribution Center [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Initial lease term | 15 years | |||||
Lease renewal option | 20 years | |||||
Sale-leaseback Transactions in 2000 [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Initial lease term | 20 years | |||||
Remaining property purchased | $ 3,200 | |||||
Aggregate initial annual rent payment for lease properties | $ 14,379 | |||||
Percentage of increase in annual rental payments in initial terms | 1.00% | |||||
Gain on sale and leaseback transaction | $ 69,954 | |||||
Operating lease right-of-use assets | 261,698 | |||||
Operating lease liabilities | $ 182,649 | |||||
Sale-leaseback Transactions in 2000 [Member] | Maximum [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Lease renewal option | 50 years | |||||
Sale-leaseback Transactions in 2000 [Member] | Owned Stores [Member] | ||||||
Sale Leaseback Transactions [Abstract] | ||||||
Number of owned stores involved in sale-lease back transactions | Store | 65 | |||||
Number of stores completed in sale leaseback transaction | Store | 64 | |||||
Initial lease term | 21 years | |||||
Lease renewal option | 20 years |
Share-Based Compensation, Stock Compensation Plans (Details) - shares |
12 Months Ended | |
---|---|---|
Jul. 28, 2023 |
Nov. 19, 2020 |
|
Share-Based Payments [Abstract] | ||
Number of shares granted (in shares) | 43,974 | |
Prior Plan [Member] | ||
Share-Based Payments [Abstract] | ||
Number of shares granted (in shares) | 0 | |
Number of outstanding awards (in shares) | 37,464 | |
2020 Omnibus Plan [Member] | ||
Share-Based Payments [Abstract] | ||
Number of shares of the Company's common stock originally authorized for issuance (in shares) | 1,033,441 | |
Common stock reserved for future issuance (in shares) | 1,016,341 | |
Number of outstanding awards (in shares) | 161,738 |
Share-Based Compensation, Nonvested Stock (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Nonvested Stock Awards [Member] | |||
Nonvested stock, shares [Roll Forward] | |||
Unvested, beginning of period (in shares) | 123,942 | ||
Granted (in shares) | 111,117 | ||
Vested (in shares) | (33,289) | ||
Forfeited (in shares) | (21,113) | ||
Unvested, end of period (in shares) | 180,657 | 123,942 | |
Nonvested stock, weighted-average grant date fair value [Roll Forward] | |||
Unvested, beginning of period (in dollars per share) | $ 131.21 | ||
Granted (in dollars per share) | 104.95 | ||
Vested (in dollars per share) | 148.6 | ||
Forfeited (in dollars per share) | 108.81 | ||
Unvested, end of period (in dollars per share) | $ 114.47 | $ 131.21 | |
Total fair value of nonvested stock | $ 4,947 | $ 6,166 | $ 3,200 |
Nonvested Stock Awards [Member] | Minimum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Vesting period | 1 year | ||
Nonvested Stock Awards [Member] | Maximum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Vesting period | 5 years | ||
2023 LTPP [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Vesting period | 3 years | ||
Nonvested stock earned (in shares) | 3,410 | ||
2023 LTPP [Member] | Minimum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Performance period | 2023 | ||
2023 LTPP [Member] | Maximum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Performance period | 2025 | ||
2022 LTPP [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Vesting period | 3 years | ||
Nonvested stock earned (in shares) | 15,135 | ||
2022 LTPP [Member] | Minimum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Performance period | 2022 | ||
2022 LTPP [Member] | Maximum [Member] | |||
Nonvested Stock Awards and Nonvested Stock Units [Abstract] | |||
Performance period | 2024 |
Share-Based Compensation, Compensation Expense (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Compensation Expense [Abstract] | |||
Total compensation expense | $ 9,045 | $ 8,198 | $ 8,729 |
Total unrecognized compensation expense and weighted-average periods over which the expense is expected to be recognized [Abstract] | |||
Number of shares issued from vesting of share-based compensation awards (in shares) | 43,974 | ||
Tax withholding payment net of cash received from issuance of share based compensation awards | $ (2,448) | $ (2,599) | $ (2,282) |
Nonvested Stock Awards [Member] | |||
Total unrecognized compensation expense and weighted-average periods over which the expense is expected to be recognized [Abstract] | |||
Total unrecognized compensation | $ 8,038 | ||
Weighted average period in years | 1 year 9 months 25 days |
Shareholder Rights Plan (Details) |
12 Months Ended | |
---|---|---|
Jul. 28, 2023
$ / shares
Right
shares
|
Jul. 29, 2022
$ / shares
|
|
Shareholder Rights Plan [Abstract] | ||
Par value of common share outstanding (in dollars per share) | $ 0.01 | $ 0.01 |
Rights Agreement [Member] | ||
Shareholder Rights Plan [Abstract] | ||
Dividend declaration date | Apr. 09, 2021 | |
Number of preferred share purchase right declared as dividend for each share of common stock outstanding | Right | 1 | |
Par value of common share outstanding (in dollars per share) | $ 0.01 | |
Dividend record date | Apr. 19, 2021 | |
Dividend payment date | Apr. 19, 2021 | |
Rights expiration date | Apr. 09, 2024 | |
Exercise price of each right (in dollars per share) | $ 600 | |
Rights exercisable (in shares) | shares | 0 | |
Exercise price of each right, if a person or group becomes an acquiring person (in dollars per share) | $ 600 | |
Market value of each right If a person or group becomes an acquiring person (in dollars per share) | 1,200 | |
Exercise price of each right, if the company is later acquired in a merger (in dollars per share) | 600 | |
Market value of each right, if the company is later acquired in a merger (in dollars per share) | 1,200 | |
Redemption price of the right (in dollars per share) | $ 0.01 | |
Subsequent offering period | 20 days | |
Number of common stock shares that can be exchanged for each right if rights were extinguished (in shares) | shares | 1 | |
Rights Agreement [Member] | Minimum [Member] | ||
Shareholder Rights Plan [Abstract] | ||
Period before rights can be exercised | 10 days | |
Percentage of outstanding common stock ownership required to qualify for an "Acquiring Person" | 20.00% | |
Offering period | 60 days | |
Percentage of an ownership of common stock by an Acquiring Person before board of directors may extinguish right | 50.00% | |
Percentage of adjustment to exercise price | 1.00% | |
Rights Agreement [Member] | Series A Junior Participating Preferred Stock [Member] | ||
Shareholder Rights Plan [Abstract] | ||
Common share equivalent for each preferred share portion (in shares) | shares | 1 | |
Quarterly dividends payments per share (in dollars per share) | $ 0.01 | |
Amount entitled to receive per share upon liquidation of preferred share (in dollars per share) | $ 1 | |
Shares of a Preferred Share used in Provisions | 0.01 | |
2018 Plan [Member] | ||
Shareholder Rights Plan [Abstract] | ||
Rights expiration date | Apr. 09, 2021 |
Employee Savings Plans (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
401(k) Savings Plan [Member] | |||
Employee Savings Plans [Abstract] | |||
Defined contribution plan, type [Extensible List] | us-gaap:PensionPlansDefinedBenefitMember | ||
Defined contribution plan, tax status [Extensible List] | us-gaap:QualifiedPlanMember | ||
Requisite service period | 90 days | ||
Minimum age of eligible employees required | 21 years | ||
Percentage of compensation allowed to be deferred by eligible employees | 50.00% | ||
Percentage of company match to employee contribution | 50.00% | 50.00% | 50.00% |
Percentage of company contributions that vests annually | 20.00% | 20.00% | 20.00% |
Percentage of company contribution that vests on employee's fifth anniversary of employment | 100.00% | 100.00% | 100.00% |
Company's contributions to the plan | $ 4,963 | $ 4,713 | $ 4,071 |
401(k) Savings Plan [Member] | Maximum [Member] | |||
Employee Savings Plans [Abstract] | |||
Percentage of employee's compensation matched by company | 5.00% | 5.00% | 5.00% |
Non-Qualified Savings Plan [Member] | |||
Employee Savings Plans [Abstract] | |||
Defined contribution plan, type [Extensible List] | us-gaap:PensionPlansDefinedBenefitMember | ||
Defined contribution plan, tax status [Extensible List] | us-gaap:NonqualifiedPlanMember | ||
Percentage of compensation allowed to be deferred by eligible employees | 50.00% | ||
Percentage of eligible bonuses allowed to be deferred | 100.00% | ||
Percentage of company match to employee contribution | 25.00% | 25.00% | 25.00% |
Percentage of company contributions that vests annually | 20.00% | 20.00% | 20.00% |
Percentage of company contribution that vests on employee's fifth anniversary of employment | 100.00% | 100.00% | 100.00% |
Market value of the trust assets | $ 27,129 | ||
Liability obligations to participants | 27,129 | ||
Company's contributions to the plan | $ 230 | $ 285 | $ 259 |
Non-Qualified Savings Plan [Member] | Maximum [Member] | |||
Employee Savings Plans [Abstract] | |||
Percentage of employee's compensation matched by company | 6.00% | 6.00% | 6.00% |
Income Taxes (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Current [Abstract] | |||
Federal | $ 6,925 | $ 16,462 | $ (13,505) |
State | 3,573 | 1,188 | 2,405 |
Deferred [Abstract] | |||
Federal | (4,902) | (4,543) | 57,580 |
State | (1,035) | (1,604) | 9,558 |
Total provision for income taxes | $ 4,561 | $ 11,503 | $ 56,038 |
Reconciliation of provision for income taxes and income taxes [Abstract] | |||
U.S. federal statutory rate used | 21.00% | 21.00% | 21.00% |
Provision computed at federal statutory income tax rate | $ 21,758 | $ 30,110 | $ 65,216 |
State and local income taxes, net of federal benefit | 2,069 | 1,452 | 10,589 |
Federal net operating loss benefit | 0 | 0 | (5,402) |
Employer tax credits for FICA taxes paid on employee tip income | (16,772) | (15,395) | (12,323) |
Other employer tax credits | (3,673) | (4,929) | (3,234) |
Tax audit settlement | 0 | (1,939) | 0 |
Other-net | 1,179 | 2,204 | 1,192 |
Total provision for income taxes | 4,561 | 11,503 | 56,038 |
Deferred tax assets [Abstract] | |||
Compensation and employee benefits | 6,406 | 7,329 | |
Accrued liabilities | 15,843 | 15,770 | |
Operating lease liabilities | 186,813 | 193,794 | |
Insurance reserves | 7,360 | 7,115 | |
Inventory | 3,204 | 3,002 | |
Deferred tax credits and carryforwards | 30,720 | 24,896 | |
Other | 11,057 | 13,875 | |
Deferred tax assets | 261,403 | 265,781 | |
Deferred tax liabilities [Abstract] | |||
Property and equipment | 100,185 | 101,268 | |
Inventory | 6,028 | 5,517 | |
Operating lease right-of-use asset | 221,882 | 232,914 | |
Other | 7,564 | 6,275 | |
Deferred tax liabilities | 335,659 | 345,974 | |
Net deferred tax liability | 74,256 | 80,193 | |
Federal income tax credit carryforwards | 20,508 | ||
State income tax net operating loss carryforwards | 84,630 | ||
Deferred tax asset | 4,762 | ||
Reconciliation of gross liability for uncertain tax positions [Roll Forward] | |||
Balance at beginning of year | 10,858 | 14,477 | 17,835 |
Tax positions related to the current year [Abstract] | |||
Additions | 710 | 1,152 | 1,596 |
Reductions | 0 | 0 | 0 |
Tax positions related to the prior year [Abstract] | |||
Additions | 52 | 17 | 0 |
Reductions | (298) | (1,241) | (1,045) |
Settlements | 0 | (1,942) | (1,786) |
Expiration of statute of limitations | (1,647) | (1,605) | (2,123) |
Balance at end of year | 9,675 | 10,858 | 14,477 |
Uncertain tax positions | 7,644 | 8,578 | 11,437 |
Potential interest and penalties [Abstract] | |||
Interest and penalties | 7,896 | 7,133 | 7,755 |
Interest and penalties [Abstract] | |||
Interest and penalties related to uncertain tax positions | 764 | $ (622) | $ 545 |
Minimum [Member] | |||
Uncertain Tax Positions [Abstract] | |||
Potential decrease of liabilities for uncertain tax positions within the next twelve months | 3,000 | ||
Maximum [Member] | |||
Uncertain Tax Positions [Abstract] | |||
Potential decrease of liabilities for uncertain tax positions within the next twelve months | $ 5,000 |
Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jul. 28, 2023 |
Jul. 29, 2022 |
Jul. 30, 2021 |
|
Net Income Per Share and Weighted Average Shares [Abstract] | |||
Net income per share numerator | $ 99,050 | $ 131,880 | $ 254,513 |
Net income per share denominator [Abstract] | |||
Basic weighted average shares outstanding (in shares) | 22,167,875 | 23,164,180 | 23,692,063 |
Add potential dilution [Abstract] | |||
Nonvested stock awards and units (in shares) | 97,524 | 81,830 | 75,327 |
Diluted weighted average shares outstanding (in shares) | 22,265,399 | 23,246,010 | 23,767,390 |
Commitments and Contingencies (Details) $ in Thousands |
Jul. 28, 2023
USD ($)
|
---|---|
Standby Letters of Credit [Member] | Revolving Credit Facility [Member] | |
Loss Contingencies [Abstract] | |
Letters of credit outstanding | $ 31,896 |
$C:7_"[%>K
M ]X&['DBLB6<[U#1:2?T$*3^\\[Y)E/M\0]7U3_: T_];,VPZ;L>=[Y7;:>/
M2'J<,C].[]7+'*VT7'Q'YP@'P5G0_:&JZ9.JR6@_!!\###Q3:)?E-6PQ:[V1
M2OS%EY\0/;5>\DJLR_8X):O0G#>/#M 4_5Z70BITGT&6O!#;+NKTS<^;YC^A
M4KY4(ZK*D=TQ$]O#%>TU.>VJGNK,3_5FE4!Z_])/[*?[J7E4"04).<,A/8M(
M>.IJ=U!:ZPKV\EOILKF
MA-TJSY)6Q&F,A\=\%KL0X^-0?JKRZ&&F/ZWHDJ#J)$CQ-DA9Y5I2AX0F9+@#
MLMB!7/#,(;=/,=C_>>R[+Q>>3DC+48K5T':4,CYZ5Z%Y4>3?F5J+LH*,9@4E
M@X\Q5*&Z=R^Z&RVW[>L+CU)K6;27&YY!ES8&\/M* O#V-\T;$8 __9F='MU<=:['YRAT]Y5[Z8_0*/SP>!^A Z&
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M]6W:UUF4"#<*PHVUA/LL#-7+]J,'IO&.3VW%@=G&LJ2@62AH[J#@(Z>EN *BG
M V$AC8P,)R0D* @LAP94 1-UIYX.@#@P(4A,H$<@581HX,>![A$08C_ YD $
MA$&( V(Y4Z2*8*B;8*3)G&=UEU(3'GNP%U.O^T7N8Q[%!L<6'Z$3K#C6LYUS
M2!?'-#(&*)3;$@N +;5!%<10-\3,;;;>> N^*LI2]JH(,<\\K4&G)GA09NS'
MYH ,4 \\>K%+-S(UUE]@V)?Y:$-B&\ 4R"D)
M#!7!3[<("2-F"!-(&&-!RC:;"L/H"0RS#F+1?X)8X,0%-:G)N'9R4I( $H)"
M9)F85*$7/8%>1VAY/!7E'/36/%_!MVE,*#(\G90D@&0:8-]JZN@FT FX&DSU
MJ?2:MP(PMEW"4YK<;N7A7UMEWT%K0&X(A93J*S&H(XA1_>0#$A)FC:E4X14]
M,]VD%F'K/0YZFJ0 R10C8Z\/R2BVF5$@14_
*WO^G]02P,$% @ 9F0Z5\0+F1Q=
M(0 &F< !@ !X;"]W;W)K
A0%?7T9R1_<(SS=JGB7QX%=S[S2Y7.^[1T":CH?(_5M215WP62"AU
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MA21(7 Z]-M,2FBCPJ'\3W7 31",T%3-0@Z:>:<0AKVY;Y#E0B&TT.H!XROG-Z$UP]3;&_;3A]U*NS,XU1TMF6M_CXEUQ,_)1(:ED;I
M@+\'>2>50D:@QI>>YV@C$@EWKP?N?R;;P9:9,/).JS_*PBYO1NF(%W(N.F4_
MZM5?96_/!/GE6AGZY2NW-X#->6>LKGIBT* J:_ !A]!8U/LCP/7@=QNIPNHN!]5VN#5PENF.-4
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ML].)NRYW+U8U](URI:Q5%3T6@@-D7 #S:Z5L]X(']!^MK_\/4$L#!!0 (
M &9D.E=-S!RM-0L "T> 9 >&PO=V]R:W-H965T
!I-)E P2#-(LC<9C%]%!/QJDV6EL 5+A773H:;!BAN?D\&22
M=29-:Q+[H+%8!=0;4!JEPU$T'@T"FF'8CU+,A>%P0J-DF 7+HB"ULNB7,]':
M14/3X$;)/1C'COT@?R#LP'1A?'$;R:T))J-H0/O!&-5G23 :1!D=!9==N?Y2
M&ATB;#)Q>FA_&"6IES9"P=DD(:>^S?A%V\%B[GQS-7@6C;1M!SK.'OOWLFU;
MS]O;YG_-](Y+0P1L$9KT1H.0Z+:AM@.K:M_$-LIB2_1AB?\@T&X#KF\5UJT;
MN 3'O]KB-U!+ P04 " !F9#I7"01N5D4% ! # &0 'AL+W=O
P"85'W#A-L@1INY'R(.Y=TP4"MD%=TDQL;