8-K

CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)

8-K 2021-02-23 For: 2021-02-23
View Original
Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event

reported): February 23, 2021

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

Tennessee 001-25225 62-0812904
(State or Other Jurisdiction<br><br> <br>of Incorporation) (Commission File Number) (IRS Employer<br><br> <br>Identification No.)

305Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class Trading<br> Symbol(s) Name<br> of each exchange on which <br><br> registered
Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01) CBRL The Nasdaq Stock Market LLC<br><br>(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On February 23, 2021, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2021 second quarter results of operations and projected outlook of certain items for the remainder of fiscal 2021. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description
99.1 Press Release issued by Cracker Barrel Old Country Store, Inc. dated February 23, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: February 23, 2021 CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/ Richard M. Wolfson
Name: Richard M. Wolfson
Title: Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

Investor Contact: Adam Hanan
(615) 443-9887
Media Contact: Heidi Pearce
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(615) 235-4135

CRACKER BARREL REPORTS SECOND QUARTERFISCAL 2021 RESULTS

LEBANON, Tenn.February 23,2021 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the second quarter of fiscal 2021 ended January 29, 2021.

Second Quarter Fiscal 2021 Highlights

· Dining room service was adversely impacted<br>by the nationwide resurgence of COVID-19 during the quarter, resulting in increased dining room closures and capacity restrictions<br>compared to the first quarter.
· For the second quarter, comparable store<br>restaurant sales decreased 21.9% and comparable store retail sales decreased 15.3% compared to the prior year quarter.
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· Comparable store off-premise sales grew<br>78% over the prior year quarter and represented approximately 30% of restaurant sales.
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· GAAP operating income in the second quarter<br>was $14.4 million, or 2.1% of total revenue. Adjusted operating income was $17.6 million, or 2.6% of total revenue, compared to<br>prior year quarter GAAP operating income of $79.1 million, or 9.4% of total revenue. (See non-GAAP reconciliation below.)
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· GAAP earnings per diluted share were $0.59,<br>and adjusted earnings per diluted share were $0.70, compared to prior year quarter GAAP earnings per diluted share of $2.55. (See<br>non-GAAP reconciliation below.)
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Commenting on the second quarter results, Cracker Barrel President and Chief Executive Officer Sandra B. Cochran said, “The resurgence of COVID-19 during the busy holiday and travel season impacted our business on a variety of fronts, but I was proud that our teams were able to provide a hospitable and safe experience for our guests and especially pleased at the number of guests who made us a part of their holiday celebrations in this unprecedented environment. Despite the challenges we faced in the second quarter, we expect to return to stronger levels of performance in the back half of the year.

The COVID-19 resurgence we experienced around the country during the second quarter impacted our guests and our employees and produced headwinds for both sales and margins. While our sales were largely in line with expectations coming out of the first quarter, monthly sales in the second quarter were volatile, as the resurgence forced unanticipated dining room closures, increased capacity restrictions, and disrupted typical holiday seasonal travel patterns. These closures and capacity restrictions also shifted our mix to a higher percentage of off-premise business during the busy holiday season, including a higher percentage of Heat n’ Serve sales, which is a lower margin offering and plays an outsized role in our holiday sales, particularly this year. Further, the shift to off-premise and the operational and staffing challenges caused by increased cases of COVID-19 negatively impacted food waste and labor efficiency during the quarter. Although we were pleased with our strong retail sales performance, the shift to a higher percent of total sales increased our cost of goods sold.

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February 23, 2021

Despite these challenges, our teams did an outstanding job delivering hospitality and care to our guests, and we believe these efforts further enhanced our position as the preferred choice for many families for their holiday celebrations. Looking ahead, we believe that as dining rooms open to greater capacities in the spring and summer, we should continue to see improvement in both sales and margin and believe that our business is well-positioned to capitalize on a more normalized environment. We are particularly focused on our fourth quarter, which is typically one of our biggest and most important quarters of the year.”

Second Quarter Fiscal 2021 Results

Revenue

The Company reported total revenue of $677.2 million for the second quarter of fiscal 2021, representing a decrease of 20% compared to the second quarter of the prior year. Cracker Barrel second quarter comparable store restaurant sales decreased 21.9% compared to the prior year quarter, which was comprised of a 24.2% decrease in comparable store restaurant traffic partially offset by a 2.3% increase in average check. Comparable store retail sales decreased 15.3% compared to the prior year quarter.

Cracker Barrel comparable store restaurant and retail sales for fiscal November, December, January, and the second quarter were as follows:

Month <br><br>Ended <br><br>11/27/20 Month <br><br>Ended<br><br> 12/25/20 Month <br><br>Ended<br><br> 1/29/21 Second<br><br> Quarter<br><br> Ended <br><br>1/29/21
Comparable store restaurant sales (18.5 )% (28.8 )% (19.3 )% (21.9 )%
Comparable store retail sales (21.3 )% (18.4 )% (0.2 )% (15.3 )%

Operating Income (EBIT)

GAAP operating income in the second quarter was $14.4 million, or 2.1% of total revenue. Excluding the approximately $3.2 million in non-cash amortization related to the gains on our previously disclosed sale-leaseback transactions, adjusted operating income was $17.6 million, or 2.6% of total revenue compared to prior year quarter GAAP operating income of $79.1 million, or 9.4% of total revenue. Second quarter operating income margin was negatively impacted by lower dine-in sales resulting from mandated dining-room closures and increased capacity restrictions. Additionally, lower seasonal travel, a higher percentage of lower margin Heat n’ Serve sales, and food waste and labor inefficiencies occasioned by the more challenging operational environment related to the COVID-19 resurgence pressured margins. (See non-GAAP reconciliation below.)

Net Income, EBITDA and Earningsper Diluted Share

Net income was $14.0 million, or 2.1% of total revenue, and EBITDA was $45.0 million, or 6.6% of total revenue, in the second quarter. GAAP earnings per diluted share were $0.59, and adjusted earnings per diluted share were $0.70, compared to prior year quarter GAAP earnings per diluted share of $2.55. (See non-GAAP reconciliation below.)

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Fiscal 2021 Outlook

Commenting on the Company’s outlook for the remainder of fiscal 2021, Ms. Cochran said, “We anticipate improved trends in both sales and operating income margin in the second half of our fiscal year as a result of stimulus spending, pent-up demand, continued vaccinations, and a lower COVID-19 caseload.

Despite the widespread and severe weather disruptions that we’ve seen across a number of our core markets in February, we are projecting that our third quarter will see us generate comparable store restaurant sales that are down between 11% and 14% from pre-pandemic 2019 levels, with comparable store retail sales down between 7% and 9% from 2019. We expect operating income margins to improve between 50 basis points and 100 basis points from the second quarter to the third quarter. This includes additional investment and ramp-up expenses associated with the continued rollout of key initiatives such as beer & wine, digital enhancements, and our new menu. We anticipate continued improvement in sales and operating income margin in our fourth quarter, as our stores gear up to welcome back more of our loyal guests.”

The Company also expects:

· Its effective tax rate for the full year to be between 17% and 18% but with significant variability<br>from quarter to quarter.
· Fiscal second half:
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o Commodity inflation of approximately 2%
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o General and Administrative expenses of approximately $75 million
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o Capital Expenditures of approximately $60 million
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Additionally, the Company expects to repay up to $375 million of its third-party borrowings in fiscal 2021, which includes the approximately $175 million that the Company has already repaid during the fiscal year-to-date.

The Company reminds investors that its outlook for fiscal 2021 reflects a number of assumptions, many of which are outside the Company’s control, and a continued uncertain environment occasioned by the pandemic.

Fiscal 2021 Second Quarter ConferenceCall

As previously announced, the live broadcast of Cracker Barrel’s quarterly conference call will be available to the public on-line at investor.crackerbarrel.com today beginning at 11:00 a.m. (ET). The on-line replay will be available at 2:00 p.m. (ET) and continue through March 9, 2021.

About Cracker Barrel Old Country Store^®^

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) shares warm welcomes and friendly service while offering guests high-quality homestyle food and unique shopping — all at a fair price. By creating a world filled with hospitality through an experience that combines dining and shopping, guests are cared for like family. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate more than 660 company-owned Cracker Barrel Old Country Store® locations in 45 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit crackerbarrel.com.

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CBRL-F

Exceptfor specific historical information, certain of the matters discussed in this press release may express or imply projections ofrevenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance.These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factorswhich may cause the actual performance of Cracker Barrel Old Country Store, Inc. and its subsidiaries to differ materiallyfrom those expressed or implied by this discussion. All forward-looking information is subject to completion of our financial proceduresfor Q2 FY 2021 and is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-lookingterminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity," "future," "plans," "goals," "objectives," "expectations," "near-term," "long-term," "projection," "may," "will," "would," "could," "expect," "intend," "estimate," "anticipate," "believe," "potential," "regular," "should," "projects," "forecasts," or "continue" (or the negativeor other derivatives of each of these terms) or similar terminology and include the expected effects of COVID-19 on our business,financial condition and results of operations and of operational improvement initiatives, such as new menu items and retail offerings.Factors which could materially affect actual results include, but are not limited to: risks and uncertainties associatedwith the COVID-19 pandemic, including the duration of the COVID-19 pandemic and its ultimate impact on our business, levels ofconsumer confidence in the safety of dine-in restaurants, restrictions (including occupancy restrictions) imposed by governmentalauthorities, the effectiveness of cost saving measures undertaken throughout our operations, disruptions to our operations as aresult of the spread of COVID-19 in our workforce, and our increased level of indebtedness, or constraints on our expendituresor cash management, brought on by additional borrowing necessitated by the COVID-19 pandemic; generalor regional economic weakness, business and societal conditions, and weather on sales and customer travel; discretionary incomeor personal expenditure activity of our customers; information technology-related incidents, including data privacy and informationsecurity breaches, whether as a result of infrastructure failures, employee or vendor errors, or actions of third parties; ourability to identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our abilityto sustain or the effects of plans intended to improve operational or marketing execution and performance; uncertain performanceof acquired businesses, strategic investments and other initiatives that we may pursue now or in the future; changes in or implementationof additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health andsafety, pensions, insurance or other undeterminable areas; the effects of plans intended to promote or protect our brands and products;commodity price increases; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees;the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; workers' compensation,group health and utility price changes; consumer behavior based on negative publicity or changes in consumer health or dietarytrends or safety aspects of our food or products or those of the restaurant industry in general, including concerns about outbreaksof infectious disease, as well as the possible effects of such events on the price or availability of ingredients used in our restaurants;the effects of our indebtedness and associated restrictions on our financial and operating flexibility and ability to execute orpursue our operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditionsaffecting our financing costs and ability to refinance all or portions of our indebtedness; the effects of business trends on theoutlook for individual restaurant locations and the effect on the carrying value of those locations; our ability to retain keypersonnel; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; ourability to enter successfully into new geographic markets that may be less familiar to us; changes in land, building materialsand construction costs; the actual results of pending, future or threatened litigation or governmental investigations and the costsand effects of negative publicity or our ability to manage the impact of social media associated with these activities; economicor psychological effects of natural disasters or unforeseen events such as terrorist acts, social unrest or war and the militaryor government responses to such events; disruptions to our restaurant or retail supply chain, including as a result of COVID-19;changes in foreign exchange rates affecting our future retail inventory purchases; the impact of activist shareholders; our relianceon limited distribution facilities and certain significant vendors; implementation of new or changes in interpretation of existingaccounting principles generally accepted in the United States of America ("GAAP"); and other factors described from timeto time in our filings with the Securities and Exchange Commission, press releases, and other communications. Any forward-lookingstatement made by us herein, or elsewhere, speaks only as of the date on which made. We expressly disclaim any intent, obligationor undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regardthereto or any change in events, conditions or circumstances on which any such statements are based.

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CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED INCOME STATEMENT (Unaudited) (In thousands, except share and per share amounts, percentages and ratios)

Second<br> Quarter Ended Six<br> Months Ended
Percentage Percentage
1/29/21 1/31/20 Change 1/29/21 1/31/20 Change
Total<br> revenue $ 677,169 $ 846,143 (20 )% $ 1,323,623 $ 1,595,183 (17 )%
Cost<br> of goods sold, (exclusive of depreciation and rent) 225,084 272,207 (17 ) 424,128 492,021 (14 )
Labor<br> and other related expenses 236,862 284,777 (17 ) 464,050 548,091 (15 )
Other<br> store operating expenses 166,871 171,638 (3 ) 328,145 334,546 (2 )
General<br> and administrative expenses 33,957 38,386 (12 ) 73,521 78,017 (6 )
Gain<br> on sale-leaseback 0 0 (217,722 ) 0
Operating<br> income 14,395 79,135 (82 ) 251,501 142,508 76
Interest<br> expense 10,815 3,505 209 21,530 7,085 204
Income<br> before income taxes 3,580 75,630 (95 ) 229,971 135,423 70
(Income<br> tax benefit) provision for income taxes (10,420 ) 10,878 (196 ) 45,291 21,468 111
Loss<br> from unconsolidated subsidiary 0 (3,584 ) 0 (9,564 )
Net<br> income $ 14,000 $ 61,168 (77 ) $ 184,680 $ 104,391 77
Earnings<br> per share – Basic: $ 0.59 $ 2.55 (77 ) $ 7.79 $ 4.35 79
Earnings<br> per share – Diluted: $ 0.59 $ 2.55 (77 ) $ 7.77 $ 4.34 79
Weighted<br> average shares:
Basic 23,723,395 23,950,811 (1 ) 23,715,573 23,994,583 (1 )
Diluted 23,785,374 24,005,817 (1 ) 23,778,302 24,054,870 (1 )
Ratio<br> Analysis
Total<br> revenue:
Restaurant 77.0 % 78.4 % 78.3 % 79.6 %
Retail 23.0 21.6 21.7 20.4
Total<br> revenue 100.0 100.0 100.0 100.0
Cost<br> of goods sold, (exclusive of depreciation and rent) 33.2 32.2 32.0 30.8
Labor<br> and other related expenses 35.0 33.6 35.1 34.4
Other<br> store operating expenses 24.7 20.3 24.8 21.0
General<br> and administrative expenses 5.0 4.5 5.6 4.9
Gain<br> on sale-leaseback 0.0 0.0 (16.5 ) 0.0
Operating<br> income 2.1 9.4 19.0 8.9
Interest<br> expense 1.6 0.5 1.6 0.4
Income<br> before income taxes 0.5 8.9 17.4 8.5
(Income<br> tax benefit) provision for income taxes (1.6 ) 1.3 3.4 1.4
Loss<br> from unconsolidated subsidiary 0.0 (0.4 ) 0.0 (0.6 )
Net<br> income 2.1 % 7.2 % 14.0 % 6.5 %
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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share amounts)

1/29/21 1/31/20
Assets
Cash and cash equivalents $ 568,839 $ 72,840
Accounts receivable 22,361 20,778
Inventories 134,768 157,352
Prepaid expenses and other current assets 70,817 35,100
Property and equipment, net 995,845 1,176,747
Operating lease right-of-use assets, net 997,764 465,685
Investment in unconsolidated subsidiary 0 79,536
Intangible Assets 21,099 19,460
Other assets 55,860 103,054
Goodwill 4,690 6,364
Total assets $ 2,872,043 $ 2,136,916
Liabilities and Shareholders’ Equity
Accounts payable $ 118,308 $ 123,318
Other current liabilities 320,395 321,566
Long-term debt 835,049 460,000
Long-term operating lease liabilities 763,826 460,840
Other long-term obligations 131,570 85,927
Deferred income taxes 94,284 55,335
Shareholders’ equity, net 608,611 629,930
Total liabilities and shareholders’ equity $ 2,872,043 $ 2,136,916
Common shares issued and outstanding 23,724,412 23,943,248
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CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENT (Unaudited and in thousands)

Six Months Ended
1/29/21 1/31/20
Cash flows from operating activities:
Net income $ 184,680 $ 104,391
Loss from unconsolidated subsidiary 0 9,564
Depreciation and amortization 53,770 58,277
Loss on disposition of property and equipment 1,933 4,005
Gain on sale-leaseback (217,722 ) 0
Impairment 0 664
Share-based compensation 3,966 3,920
Noncash lease expense 27,704 30,845
Amortization of asset recognized from gain on sale and leaseback transaction 6,368 0
(Increase) decrease in inventories 4,323 (2,167 )
Increase (decrease) in accounts payable 14,804 (10,779 )
Net changes in other assets and liabilities 41,490 (14,716 )
Net cash provided by operating activities 121,316 184,004
Cash flows from investing activities:
Purchase of property and equipment, net of insurance recoveries (29,224 ) (58,289 )
Proceeds from sale of property and equipment 149,877 1,565
Notes receivable from unconsolidated subsidiary 0 (33,000 )
Acquisition of business, net of cash acquired (1,500 ) (32,971 )
Net cash provided by (used in) investing activities 119,153 (122,695 )
Cash flows from financing activities:
Net (payments) proceeds from long-term debt (75,049 ) 60,000
(Taxes withheld) from issuance of share-based compensation awards (1,999 ) (1,994 )
Purchases and retirement of common stock 0 (20,000 )
Dividends on common stock (31,578 ) (63,359 )
Net cash used in financing activities (108,626 ) (25,353 )
Net increase in cash and cash equivalents 131,843 35,956
Cash and cash equivalents, beginning of period 436,996 36,884
Cash and cash equivalents, end of period $ 568,839 $ 72,840
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CRACKER BARRELOLD COUNTRY STORE, INC.

SupplementalInformation

(Unaudited)

Second Quarter Ended
1/29/21 1/31/20
Net Change in Company-Owned Units During Quarter:
Cracker Barrel 0 1
Maple Street Biscuit Company 1 0
Company-Owned Units in Operation at End of Quarter:
Cracker Barrel 663 661
Maple Street Biscuit Company 36 28
Second Quarter Ended Six Months Ended
--- --- --- --- --- --- --- --- ---
1/29/21 1/31/20 1/29/21 1/31/20
Total revenue*: (In thousands)
Restaurant $ 512,264 $ 655,818 $ 1,019,505 $ 1,260,386
Retail 155,916 183,094 287,146 325,047
Total revenue $ 668,180 $ 838,912 $ 1,306,651 $ 1,585,433
Cost of goods sold* (exclusive of depreciation and rent): (In thousands)
Restaurant $ 138,497 $ 170,609 $ 269,311 $ 319,470
Retail 84,615 99,520 151,046 169,872
Total cost of goods sold $ 223,112 $ 270,129 $ 420,357 $ 489,342
Average unit volume*: (In thousands)
Restaurant $ 772.6 $ 992.6 $ 1,537.6 $ 1,908.7
Retail 235.2 277.1 433.1 492.2
Total $ 1,007.8 $ 1,269.7 $ 1,970.7 $ 2,400.9
Operating weeks*: 8,619 8,589 17,239 17,169

Note*: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company and Holler & Dash

Q2 2021 vs. Q2 2020 6 mo. 2021 vs. 6 mo. 2020
Comparable Cracker Barrel store sales period to period decrease:
Restaurant (21.9 )% (19.3 )%
Retail (15.3 )% (12.1 )%
Number of Cracker Barrel locations in comparable store base 657 655
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CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-basis operatingresults to non-GAAP operating results

(Unaudited)


Adjusted Operating Income and EarningsPer Share

In the accompanying press release, the Company makes reference to its second quarter fiscal 2021 adjusted operating income and earnings per share. This reconciliation excludes the gain on sale of assets from the sale-leaseback transaction that closed in the first quarter, non-cash amortization of the asset recognized from the gains on sale-leaseback transactions, expenses related to the proxy contest initiated by affiliates of Sardar Biglari in connection with the Company's 2020 annual meeting of shareholders, and the related tax impacts of these items. The Company believes excluding these items from its financial results provides investors with an enhanced understanding of the Company's financial results. This information is not intended to be considered in isolation or as a substitute for operating income or earnings per share information prepared in accordance with GAAP.

Second<br> Quarter Ended January 29, 2021 Six<br> Months Ended January 29, 2021
As Reported Adjustment As Adjusted As Reported Adjustments As Adjusted
(1) (2) (1) (3) (4) (5)
Total Revenue $ 677,169 - $ 677,169 $ 1,323,623 - $ 1,323,623
Store operating expense 628,817 (3,184 ) 625,633 1,216,323 (6,368 ) 1,209,955
General<br> and administrative expense 33,957 - 33,957 73,521 (5,154 ) 68,367
Gain<br> on sale-leaseback 0 - - (217,722 ) 217,722 -
Operating income 14,395 3,184 17,579 251,501 (206,200 ) 45,301
Interest<br> expense 10,815 - 10,815 21,530 - 21,530
Income before income taxes 3,580 3,184 6,764 229,971 (206,200 ) 23,771
(Income<br> tax benefit) Provision for income taxes (10,420 ) 530 (9,890 ) 45,291 (54,508 ) (9,217 )
Net<br> income $ 14,000 $ 2,654 $ 16,654 $ 184,680 $ (151,692 ) $ 32,988
Earnings per share – basic $ 0.59 $ 0.11 $ 0.70 $ 7.79 ($ 6.40 ) $ 1.39
Earnings per share – diluted $ 0.59 $ 0.11 $ 0.70 $ 7.77 ($ 6.38 ) $ 1.39

(1) Adjusted for the non-cash amortization of asset recognized from the gain on sale-leaseback transactions.

(2) Adjusted for the tax impacts of (1) above

(3) Adjusted for proxy contest-related expenses

(4) Adjusted for the gain on sale of assets related to the sale-leaseback transaction.

(5) Adjusted for the tax impacts of (1), (3), and (4) above

EBITDA and Adjusted EBITDA

In the accompanying press release, the Company makes reference to its second quarter fiscal 2021 EBITDA and adjusted EBITDA. The Company defines EBITDA as net income excluding depreciation and amortization, non-cash amortization of the asset recognized from the gains on sale-leaseback transactions, interest expense and tax expense. Adjusted EBITDA, as used in this release, further excludes the gain on sale of assets from the first quarter sale-leaseback transaction and expenses related to the proxy contest initiated by affiliates of Sardar Biglari in connection with the Company's 2020 annual meeting of shareholders. The Company believes excluding these items from its financial results provides investors with an enhanced understanding of the Company's financial results and clearer comparability to prior period results. This information is not intended to be considered in isolation or as a substitute for net income prepared in accordance with GAAP.

Second Quarter Ended<br><br> January 29, 2021 Six Months Ended<br><br> January 29, 2021
Net Income $ 14,000 $ 184,680
(+) Depreciation & amortization 27,419 53,770
(+) Amortization of asset recognized from the gains on sale-leaseback transactions 3,184 6,368
(+) Interest expense 10,815 21,530
(+) Tax expense (10,420 ) 45,291
EBITDA 44,998 311,639
Adjustments
(-) Gain on sale-leaseback - (217,722 )
(+) Proxy contest-related expenses - 5,154
Adjusted EBITDA $ 44,998 $ 99,071
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