8-K

CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)

8-K 2023-06-06 For: 2023-06-06
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): June 6, 2023

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

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

305 Hartmann 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 of each class Trading Symbol(s) Name of each exchange on which <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> (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 June 6, 2023, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2023 third quarter results of operations and projected outlook of certain items for fiscal year 2023. 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 June 6, 2023
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:<br> June 6, 2023 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<br><br> (615) 443-9887
Media Contact: Heidi Pearce<br><br> (615) 235-4135

CRACKER BARREL REPORTS THIRD QUARTER FISCAL2023 RESULTS

Board declares $1.30 quarterly dividend pershare

LEBANON,Tenn.June 6, 2023 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the third quarter of fiscal 2023 ended April 28, 2023.

Third Quarter Fiscal 2023 Highlights

The Company reported third quarter total revenue of $832.7 million. Compared to the prior year third quarter,<br>total revenue increased 5.4%.
o  Comparable store restaurant sales increased 7.4%, while comparable store retail sales decreased 4.6%.
---
GAAP operating income for the third quarter was $16.8 million, or 2.0% of total revenue, and adjusted^1^<br>operating income was $33.9 million, or 4.1% of total revenue.
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GAAP net income was $14.0 million, or 1.7% of total revenue. Adjusted EBITDA^1^ was $60.3 million,<br>or 7.2% of total revenue.
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GAAP earnings per diluted share were $0.63, and adjusted^1^ earnings per diluted share were $1.21.
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The Company announced that its Board of Directors declared a regular quarterly dividend of $1.30 per share.
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Commenting on the third quarter results, Cracker Barrel President and Chief Executive Officer, Sandra B. Cochran said, “Our third quarter results included solid comparable store restaurant sales growth of 7.4% compared to the prior year. Although this was below our expectations as a result of the casual dining traffic declines that occurred toward the end of the quarter, I was pleased that we outperformed the Black Box Intelligence Casual Dining Index for the fourth consecutive quarter. Our teams remain focused on operational excellence, staffing and retention, and delivering an exceptional guest experience. Our everyday value and menu innovation is resonating with guests, and we’re making great progress on key initiatives including catering, our loyalty program, and cost savings, which we believe will position us well for the long-term as we navigate through the present uncertain environment.”

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Third Quarter Fiscal 2023 Results

Revenue

The Company reported total revenue of $832.7 million for the third quarter of fiscal 2023, representing an increase of 5.4% compared to the third quarter of fiscal 2022. Cracker Barrel comparable store restaurant sales increased 7.4%, including total menu pricing of approximately 8.8%. Comparable store retail sales decreased 4.6% from the prior year quarter.

Operating Income

GAAP operating income for the third quarter was $16.8 million, or 2.0% of total revenue, compared to $30.5 million, or 3.9% of total revenue, in the prior year quarter. Excluding approximately $13.9 million dollars in impairment charges and store closure costs and the approximately $3.2 million in non-cash amortization related to the gains on the previously disclosed sale and leaseback transactions, adjusted^1^ operating income for the third quarter was $33.9 million, or 4.1% of total revenue, compared to $33.6 million, or 4.3%, of total revenue in the prior year quarter.

The decline in the Company’s GAAP operating income as a percentage of total revenue versus the prior year quarter is primarily due to impairment charges and store closure expenses, higher general and administrative expenses, and higher cost of retail goods sold in the current year quarter.

The decline in the Company’s adjusted operating income as a percentage of total revenue versus the prior year quarter is primarily due to higher general and administrative expenses and cost of retail goods sold in the current year quarter, partially offset by lower restaurant cost of goods sold and lower labor and related expenses in the current year quarter.

Net Income, EBITDA, and Earnings per DilutedShare

GAAP net income for the third quarter was $14.0 million, or 1.7% of total revenue compared to prior year quarter GAAP net income of $27.5 million, or 3.5% of total revenue. Adjusted EBITDA^1^ was $60.3 million, or 7.2% of total revenue, a 1.2% increase compared to the prior year quarter EBITDA^1^ of $59.6 million, or 7.5% of total revenue.

GAAP earnings per diluted share for the third quarter were $0.63, a 47% decrease compared to the prior year quarter GAAP earnings per diluted share of $1.19. Adjusted^1^ earnings per diluted share were $1.21, a 6.2% decrease compared to the prior year quarter adjusted^1^ earnings per diluted share of $1.29.

Quarterly Dividend Declaration

The Company announced that its Board of Directors declared a quarterly dividend of $1.30 per share on the Company’s common stock. The quarterly dividend is payable on August 8, 2023 to shareholders of record as of July 21, 2023.

Fiscal 2023 Fourth Quarter Outlook

The Company anticipates the near-term environment will remain challenged due to heightened economic uncertainty, lower discretionary spending, and weaker consumer confidence. The Company has accordingly updated its outlook for the fourth quarter as follows:

Total revenue growth of 1% to 3% compared to the prior year quarter;
One new Cracker Barrel unit and five to seven new Maple Street Biscuit Company units;
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Commodity inflation that is approximately flat and wage inflation of approximately 5% compared to the<br>prior year quarter
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GAAP operating income margin rate of 4.1% to 5.1% and adjusted operating income margin rate of 4.5% to<br>5.5%;
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Capital expenditures of approximately $30 million to $35 million;
A GAAP effective tax rate of approximately 0%.
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Additionally, the Company now anticipates sustainable cost savings and business model improvements that are expected to contribute approximately $30 million to fiscal 2023 profitability with further gains in fiscal 2024.

The Company reminds readers that the uncertainties created by current macroeconomic conditions may cause actual results to differ materially from those expected and that its outlook for fiscal 2023 reflects a number of assumptions, many of which are outside the Company’s control.

***^1^***For Non-GAAP reconciliations, please refer to the Reconciliation of GAAP-basis operating results to non-GAAP operating results sectionof this release.

Fiscal 2023 Third Quarter Conference Call

As previously announced, the live broadcast of Cracker Barrel’s quarterly conference call will be available to the public online at investor.crackerbarrel.com today beginning at 11:00 a.m. (ET). The online replay will be available at 2:00 p.m. (ET) and continue through June 20, 2023.

AboutCracker Barrel Old Country Store**^®^**

Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) provides a caring and friendly home-away-from-home experience while offering guests high-quality homestyle food to enjoy in-store or to-go and unique shopping — all at a fair price. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate approximately 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

Except for specific historical information,certain of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plansand objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statementsconcerning matters that involve risks, uncertainties and other factors which may cause the actual performance of Cracker Barrel Old CountryStore, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking informationis subject to completion of our financial procedures for Q3 FY 2023 and is provided pursuant to the safe harbor established under thePrivate Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generallycan be identified by the use of forward-looking terminology 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 negative or other derivatives of eachof these terms) or similar terminology and include the expected effects of COVID-19 on our business, financial condition and results ofoperations and of operational improvement initiatives, such as new menu items and retail offerings. Factors which could materially affectactual results include, but are not limited to: risks and uncertainties associated with inflationary conditions with respect to the costfor food, ingredients, retail merchandise, transportation, distribution, labor and utilities and their effects on the availability ofkey inputs to our business as well as consumer spending, travel and demand generally; the COVID-19 pandemic, including the duration ofthe COVID-19 pandemic and its ultimate impact on our business, levels of consumer confidence in the safety of dine-in restaurants, restrictions(including occupancy restrictions) imposed by governmental authorities, the effectiveness of cost saving measures undertaken throughoutour operations, disruptions to our operations as a result of the spread of COVID-19 in our workforce, and our level of indebtedness, orconstraints on our expenditures, ability to service our debt obligations or make cash distributions to our shareholders or cash managementgenerally; general or regional economic weakness, business and societal conditions, and weather on sales and customer travel; discretionaryincome or 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; our abilityto identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our ability to sustainor the effects of plans intended to improve operational or marketing execution and performance; uncertain performance of acquired businesses,strategic investments and other initiatives that we may pursue now or in the future; changes in or implementation of additional governmentalor regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or otherundeterminable areas; the effects of plans intended to promote or protect our brands and products; commodity price increases; the abilityof and cost to us to recruit, train, and retain qualified hourly and management employees; the effects of increased competition at ourlocations on sales and on labor recruiting, cost, and retention; workers' compensation, group health and utility price changes; consumerbehavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of our food or products or thoseof the restaurant industry in general, including concerns about outbreaks of infectious disease, as well as the possible effects of suchevents on the price or availability of ingredients used in our restaurants; the effects of our indebtedness, including under our creditfacility and our convertible senior notes, and associated restrictions on our financial and operating flexibility and ability to executeor pursue our operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affectingour financing costs and ability to refinance all or portions of our indebtedness; the effects of dilution of our existing stockholders’ownership interest that may ensue from any conversions of our convertible senior notes or the related warrants issued in connection withour convertible note hedging transactions; the effects of business trends on the outlook for individual restaurant locations and the effecton the carrying value of those locations; our ability to retain key personnel; the availability and cost of suitable sites for restaurantdevelopment and our ability to identify those sites; our ability to enter successfully into new geographic markets that may be less familiarto us; changes in land, building materials and construction costs; the actual results of pending, future or threatened litigation or governmentalinvestigations and the costs and effects of negative publicity or our ability to manage the impact of social media associated with theseactivities; economic or psychological effects of natural disasters or unforeseen events such as terrorist acts, social unrest or war andthe military or 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 reliance onlimited distribution facilities and certain significant vendors; implementation of new or changes in interpretation of existing accountingprinciples generally accepted in the United States of America ("GAAP"); and other factors described from time to time in ourfilings with the Securities and Exchange Commission, press releases, and other communications. Any forward-looking statement made by usherein, or elsewhere, speaks only as of the date on which made. We expressly disclaim any intent, obligation or undertaking to updateor revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto 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)

Third Quarter Ended Nine Months Ended
4/28/2023 4/29/2022 Percentage Change 4/28/2023 4/29/2022 Percentage Change
Total revenue $ 832,689 $ 790,196 5 % $ 2,606,076 $ 2,437,386 7 %
Cost of goods sold (exclusive of depreciation & rent) 262,191 250,048 5 870,286 776,460 12
Labor and other related expenses 297,883 283,664 5 903,558 854,647 6
Other store operating expenses 196,886 185,870 6 602,447 561,715 7
General and administrative expenses 45,049 40,160 12 136,515 124,533 10
Impairment and store closing costs 13,890 0 - 13,890 0 -
Operating income 16,790 30,454 (45 ) 79,380 120,031 (34 )
Interest expense 4,536 2,171 109 12,476 7,000 78
Income before income taxes 12,254 28,283 (57 ) 66,904 113,031 (41 )
Provision for income taxes (income tax benefit) (1,714 ) 767 (323 ) 5,316 14,515 (63 )
Net income $ 13,968 $ 27,516 (49 ) $ 61,588 $ 98,516 (37 )
Earnings per share – Basic: $ 0.63 $ 1.19 (47 ) $ 2.78 $ 4.22 (34 )
Earnings per share – Diluted: $ 0.63 $ 1.19 (47 ) $ 2.77 $ 4.21 (34 )
Weighted average shares:
Basic 22,152,002 23,089,521 (4 ) 22,173,019 23,330,093 (5 )
Diluted 22,254,511 23,170,900 (4 ) 22,266,333 23,409,118 (5 )
Ratio Analysis
Total revenue:
Restaurant 81.8 % 80.0 % 79.1 % 78.1 %
Retail 18.2 20.0 20.9 21.9
Total revenue 100.0 100.0 100.0 100.0
Cost of goods sold (exclusive of depreciation & rent) 31.5 31.6 33.4 31.9
Labor and other related expenses 35.8 35.9 34.7 35.1
Other store operating expenses 23.6 23.6 23.1 23.0
General and administrative expenses 5.4 5.0 5.3 5.1
Impairment and store closing costs 1.7 0.0 0.5 0.0
Operating income 2.0 3.9 3.0 4.9
Interest expense 0.5 0.3 0.4 0.3
Income before income taxes 1.5 3.6 2.6 4.6
Provision for income taxes (income tax benefit) (0.2 ) 0.1 0.2 0.6
Net income 1.7 % 3.5 % 2.4 % 4.0 %
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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands,except share amounts)

4/28/23 4/29/22
Assets
Cash and cash equivalents $ 22,452 $ 24,773
Accounts receivable 32,086 31,238
Inventories 184,813 192,360
Prepaid expenses and other current assets 33,681 45,725
Property and equipment, net 963,565 958,928
Operating lease right-of-use assets, net 903,435 946,813
Intangible assets 22,090 21,229
Other assets 46,657 53,378
Goodwill 4,690 4,690
Total assets $ 2,213,469 $ 2,279,134
Liabilities and Shareholders’ Equity
Accounts payable $ 132,032 $ 125,436
Other current liabilities 317,191 340,169
Long-term debt 444,545 372,894
Long-term operating lease liabilities 711,199 731,300
Other long-term obligations 54,995 66,330
Deferred income taxes 79,639 78,776
Shareholders’ equity, net 473,868 564,229
Total liabilities and shareholders’ equity $ 2,213,469 $ 2,279,134
Common shares issued and outstanding 22,152,432 22,912,320
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CRACKER BARREL OLD COUNTRY STORE, INC.CONDENSED CONSOLIDATED CASH FLOW STATEMENT(Unaudited and in thousands)

Nine Months<br> Ended
4/28/23 4/29/22
Cash flows from operating activities:
Net income $ 61,588 $ 98,516
Depreciation and amortization 76,805 77,288
Amortization of debt issuance costs 1,296 1,326
Loss on disposition of property and<br> equipment 4,793 4,140
Impairment 11,692 0
Share-based compensation 7,585 6,418
Noncash lease expense 44,727 43,646
Amortization of asset recognized from<br> gain on sale and leaseback transaction 9,551 9,551
(Increase) decrease in inventories 28,436 (54,040 )
Decrease in accounts payable (37,839 ) (9,740 )
Net changes in other assets and liabilities (57,398 ) (70,749 )
Net cash provided<br> by operating activities 151,236 106,356
Cash flows from investing activities:
Purchase of property and equipment,<br> net of insurance recoveries (86,898 ) (58,807 )
Proceeds from sale of property and<br> equipment 250 44
Acquisition of<br> business, net of cash acquired 0 (1,500 )
Net cash used in<br> investing activities (86,648 ) (60,263 )
Cash flows from financing activities:
Net (payments) proceeds under long-term<br> debt 19,951 (5,049 )
Taxes withheld from issuance of share-based<br> compensation awards (2,400 ) (2,546 )
Purchases and retirement of common<br> stock (17,449 ) (73,417 )
Dividends on common<br> stock (87,343 ) (84,901 )
Net cash used in<br> financing activities (87,241 ) (165,913 )
Net decrease in cash and cash equivalents (22,653 ) (119,820 )
Cash and cash equivalents, beginning<br> of period 45,105 144,593
Cash and cash equivalents, end of period $ 22,452 $ 24,773
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CRACKER BARREL OLD COUNTRYSTORE, INC.Supplemental Information(Unaudited)

Third Quarter<br> Ended
4/28/23 4/29/22
Net Change in Company-Owned Units During Quarter:
Cracker Barrel (4 ) 0
Maple Street Biscuit Company 0 3
Company-Owned Units in Operation at End of Quarter:
Cracker Barrel 661 664
Maple Street Biscuit Company 56 41
Third Quarter<br> Ended Nine Months<br> Ended
--- --- --- --- --- --- --- --- ---
4/28/23 4/29/22 4/28/23 4/29/22
Total revenue*: (In thousands)
Restaurant $ 665,468 $ 620,052 $ 2,015,420 $ 1,868,872
Retail 151,278 157,858 544,158 533,282
Total revenue $ 816,746 $ 777,910 $ 2,559,578 $ 2,402,154
Cost of goods sold* (exclusive of depreciation and rent):<br> (In thousands)
Restaurant $ 182,421 $ 172,745 $ 577,341 $ 507,472
Retail 76,013 74,029 281,337 260,284
Total cost of goods sold $ 258,434 $ 246,774 $ 858,678 $ 767,756
Average unit volume*: (In thousands)
Restaurant 1,003.0 933.8 3,035.3 2,814.6
Retail 228.0 237.8 819.5 803.1
Total 1,231.0 1,171.6 3,854.8 3,617.7
Operating weeks*: 8,625 8,632 25,896 25,896

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

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CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-Basis Operating Resultsto Non-GAAP Operating Results

(Unaudited and in thousands, except per shareamounts)

Adjusted Operating Income and Earnings PerShare


In the accompanying press release, the Company makes reference to its third quarter fiscal 2022 and fiscal 2023 adjusted operating income and earnings per share. In regard to fiscal 2022, this reconciliation excludes non-cash amortization of the asset recognized from the gains on the sale and leaseback transactions and the related tax impact. In regard to fiscal 2023, this reconciliation excludes non-cash amortization of the asset recognized from the gains on the sale and leaseback transactions, impairment charges and store closing costs, and the related tax impact and expenses related to proxy contest and settlement expenses in connection with the Company’s 2022 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 enhances comparability across periods. 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.

Third Quarter<br> Ended April 28, 2023 Nine Months<br> Ended April 28, 2023
As Reported Adjustment As Adjusted As Reported Adjustments As Adjusted
(1) (1) (2)
Total revenue $ 832,689 $ 0 $ 832,689 $ 2,606,076 $ 0 $ 2,606,076
Store operating expense 756,960 (3,184 ) 753,776 2,376,291 (9,551 ) 2,366,740
General and administrative expense 45,049 0 45,049 136,515 (3,198 ) 133,317
Impairment and store closing costs 13,890 (13,890 ) 0 13,890 (13,890 ) 0
Operating income 16,790 17,074 33,864 79,380 26,639 106,019
Interest expense 4,536 0 4,536 12,476 0 12,476
Income before income taxes 12,254 17,074 29,328 66,904 26,639 93,543
Provision for income taxes (1,714 ) 4,013 2,299 5,316 6,260 11,576
Net income $ 13,968 $ 13,061 $ 27,029 $ 61,588 $ 20,379 $ 81,967
Earnings per share – basic $ 0.63 $ 0.59 $ 1.22 $ 2.78 $ 0.92 $ 3.70
Earnings per share – diluted $ 0.63 $ 0.58 $ 1.21 $ 2.77 $ 0.91 $ 3.68

(1) Adjusted for the non-cash amortization of the asset recognized from the gain on sale and leaseback transactions, impairment charges and store closing costs, and related tax impacts

(2) Adjusted for expenses related to proxy contest and settlement expenses and related tax impacts

Third Quarter<br> Ended April 29, 2022 Nine Months Ended April 29,<br> 2022
As Reported Adjustment As Adjusted As Reported Adjustments As Adjusted
(1) (1)
Total revenue $ 790,196 $ 0 $ 790,196 $ 2,437,386 $ 0 $ 2,437,386
Store operating expense 719,582 (3,184 ) 716,398 2,192,822 (9,551 ) 2,183,271
General and administrative expense 40,160 0 40,160 124,533 0 124,533
Impairment and store closing costs 0 0 0 0 0 0
Operating income 30,454 3,184 33,638 120,031 9,551 129,582
Interest expense 2,171 0 2,171 7,000 0 7,000
Income before income taxes 28,283 3,184 31,467 113,031 9,551 122,582
Provision for income taxes 767 748 1,515 14,515 2,244 16,759
Net income $ 27,516 $ 2,436 $ 29,952 $ 98,516 $ 7,307 $ 105,823
Earnings per share – basic $ 1.19 $ 0.11 $ 1.30 $ 4.22 $ 0.32 $ 4.54
Earnings per share – diluted $ 1.19 $ 0.10 $ 1.29 $ 4.21 $ 0.31 $ 4.52

(1) Adjusted for the non-cash amortization of the asset recognized from the gain on sale and leaseback transactions and related tax impacts

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CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP-Basis Operating Resultsto Non-GAAP Operating Results (Unaudited and in Thousands)

EBITDA


In the accompanying press release, the Company makes reference to its third quarter fiscal 2022 and fiscal 2023 EBITDA. The Company defines EBITDA as net income excluding depreciation and amortization, non-cash amortization of the asset recognized from the gains on sale and leaseback transactions, interest expense and tax expense. The Company further adjusts EBITDA to exclude impairment charges and store closing costs and expenses related to proxy contest and settlement expenses in connection with the Company’s 2022 annual meeting of shareholders, and the related tax impacts. The Company believes that presentation of EBITDA and Adjusted EBITDA provides investors with an enhanced understanding of the Company's operating performance and debt leverage metrics and enhances comparability with the Company’s historical results, and that the presentation of this non-GAAP financial measure, when combined with the primary presentation of net income, is beneficial to an investor’s complete understanding of its operating performance. This information is not intended to be considered in isolation or as a substitute for net income prepared in accordance with GAAP.

Third Quarter Ended<br><br>April 28, 2023 Nine Months Ended<br><br>April 28, 2023
Net Income $ 13,968 $ 61,588
(+) Depreciation & amortization 26,444 76,805
(+) Amortization of asset recognized from gain on sale and leaseback transactions 3,184 9,551
(+) Interest expense 4,536 12,476
(+) Tax expense (income tax benefit) (1,714 ) 5,316
EBITDA $ 46,418 $ 165,736
Adjustments
(+) Proxy contest-related expenses 0 3,198
(+) Impairment and store closing costs 13,890 13,890
Adjusted EBITDA $ 60,308 $ 182,824
Third Quarter Ended<br><br>April 29, 2022 Nine Months Ended<br><br>April 29, 2022
--- --- --- --- ---
Net Income $ 27,516 $ 98,516
(+) Depreciation & Amortization 25,926 77,288
(+) Amortization of asset recognized from gain on sale and leaseback transactions 3,184 9,551
(+) Interest Expense 2,171 7,000
(+) Tax Expense 767 14,515
EBITDA $ 59,564 $ 206,870
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Reconciliation of GAAP-basis Operating IncomeMargin Outlook to Non-GAAP Operating Income Margin Outlook


In the accompanying press release, the Company provides its current outlook for adjusted operating income margin, a non-GAAP financial measure, for the fourth quarter fiscal 2023. The Company’s adjusted operating income margin outlook excludes the expected non-cash amortization of the asset recognized from the gains on the sale and leaseback transactions. The Company believes presenting its current outlook for adjusted operating income margin that excludes these items provides investors with an enhanced understanding of the Company's expected margin performance and enhances comparability with the Company’s historical results. This information is not intended to be considered in isolation or as a substitute for operating income margin outlook reported in accordance with GAAP.

Reconciliation of Fourth Quarter Fiscal 2023 Reported to Adjusted Operating Income Margin Outlook % of Total Revenue
Reported operating income margin outlook 4.1 % 5.1 %
$3.2 non-cash amortization of the asset recognized from the gain on sale and leaseback transactions 0.4 % 0.4 %
Adjusted Operating Income Margin Outlook 4.5 % 5.5 %
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