8-K
CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)
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 5, 2025
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) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which <br><br> registered |
|---|---|---|
| Common Stock (Par Value $0.01)<br><br> Rights to Purchase Series A Junior Participating<br><br> 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 5, 2025, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2025 third quarter results of operations and updated projected outlook of certain items for fiscal year 2025. 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<br> Store, Inc. dated June 5, 2025 | |
| 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: June 5, 2025 | 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 | |
| MediaContact: | Heidi Pearce |
| (615) 235-4135 |
CRACKER BARREL REPORTS THIRD QUARTER FISCAL2025 RESULTS AND UPDATES OUTLOOK
Company increases expectation for fiscal 2025adjusted EBITDA^1^ to between $215 million and $225 million^2^
LEBANON, Tenn. – June 5,2025 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the third quarter of fiscal 2025 ended May 2, 2025.
Third Quarter Fiscal 2025 Highlights
| · | Third quarter total revenue was $821.1 million.<br>Compared to the prior year third quarter, total revenue increased 0.5%. |
|---|---|
| o | Comparable store restaurant sales increased 1.0% over the prior year quarter, and comparable store retail<br>sales decreased 3.8%. |
| --- | --- |
| · | GAAP earnings per diluted share were $0.56,<br>and adjusted^1^ earnings per diluted share were $0.58. |
| --- | --- |
| · | GAAP net income for the third quarter was $12.6 million compared to the prior year quarter GAAP net income<br>(loss) of ($9.2) million. Adjusted EBITDA^1^ was $48.1 million, a 0.4% increase compared to the prior year quarter adjusted EBITDA^1^<br>of $47.9 million. |
| --- | --- |
Commenting on the third quarter results, Cracker Barrel President and Chief Executive Officer Julie Masino said, “Our third quarter performance exceeded our expectations and represents the fourth consecutive quarter of positive comparable store restaurant sales growth. We remain focused on executing our transformation plan and believe we are well-positioned to deliver a strong finish to the fiscal year.”
Third Quarter Fiscal 2025 Results
Revenue
The Company reported total revenue of $821.1 million for the third quarter of fiscal 2025, representing an increase of 0.5% compared to the third quarter of fiscal 2024.
Cracker Barrel comparable store restaurant sales increased 1.0%, including total menu pricing increases of 4.9%. Comparable store retail sales decreased 3.8% from the prior year quarter.
- MORE -
Page 2
Net Income, EBITDA, and Earnings per DilutedShare
GAAP net income for the third quarter was $12.6 million, or 1.5% of total revenue, compared to prior year quarter GAAP net income (loss) of ($9.2) million, or (1.1%) of total revenue. Adjusted EBITDA^1^ was $48.1 million, or 5.9% of total revenue, a 0.4% increase compared to the prior year quarter adjusted EBITDA^1^ of $47.9 million, or 5.9% of total revenue.
GAAP earnings per diluted share for the third quarter were $0.56 compared to the prior year quarter GAAP earnings (loss) per diluted share of ($0.41). Adjusted^1^ earnings per diluted share were $0.58 compared to the prior year quarter adjusted^1^ earnings per diluted share of $0.88.
Quarterly Dividend Declaration
The Company announced that its Board of Directors declared a quarterly dividend of $0.25 per share of the Company’s common stock. The quarterly dividend is payable on August 13, 2025 to shareholders of record as of July 18, 2025.
Fiscal 2025 Outlook
The Company updated its outlook and expects the following for fiscal 2025:
| · | Total revenue of $3.45 billion to $3.50 billion<br>(no change vs. previous outlook) |
|---|---|
| · | Adjusted EBITDA^1^ of $215 million to<br>$225 million^2^(vs. previous outlook of $210 million to $220 million^2^) |
| --- | --- |
| · | Commodity inflation in the mid 2% range compared<br>to the prior year (vs. previous outlook of 2% to 3%) |
| --- | --- |
| · | Hourly wage inflation in the mid 2% range compared<br>to the prior year (vs. previous outlook of approximately 3%) |
| --- | --- |
| · | Capital expenditures of $160 million to $170<br>million (vs. previous outlook of $160 million to $180 million) |
| --- | --- |
| · | 1 new Cracker Barrel store, which has already<br>opened (vs. previous outlook of 1 to 2) |
| --- | --- |
| · | 4 new Maple Street Biscuit Company units, which<br>have already opened (no change vs. previous outlook) |
| --- | --- |
***^1^***Adjusted net income, adjusted EBITDA, and adjusted earnings per diluted share are non-GAAP financial measures. For definitions of thesenon-GAAP measures and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, please refer to the Reconciliationof GAAP-Basis Operating Results to Non-GAAP Operating Results section of this release.
***^2^***The Company has determined to provide guidance focused on adjusted EBITDA because the Company believes it willbe more useful to investors to evaluate the Company’s performance prior to the impact of depreciation (given the expected increasein investments and the resulting higher expected depreciation expense), taxes, impairment charges, and other items that management believesare not reflective of the Company’s current operations. The Company is not able to reconcile the forward-looking estimate of adjustedEBITDA set forth above to a forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordancewith GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the probable significance of certainitems impacting these estimates, including interest expense, taxes, impairment charges and share-based compensation, with a reasonabledegree of accuracy. Accordingly, the most directly comparable forward-looking GAAP estimate is not provided.
Fiscal 2025 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 19, 2025.
About CrackerBarrel Old Country Store**^®^**
Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL) is on a mission to bring craveable, delicious homestyle food and unique retail products to all guests while serving up memorable, distinctive experiences that make everyone feel welcome. Established in 1969 in Lebanon, Tenn., Cracker Barrel and its affiliates operate approximately 660 company-owned Cracker Barrel Old Country Store® locations in 43 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit www.crackerbarrel.com.
- MORE -
Page 3
CBRL-F
Except for specific historical information,certain of the matters discussed in this press release may express or imply projections of items such as revenues or expenditures, statementsof plans and objectives or future operations or statements of future economic performance. These and similar statements regarding eventsor results that the Company expects will or may occur in the future are forward-looking statements concerning matters that involve risks,uncertainties and other factors which may cause the actual results and performance of the Company to differ materially from those expressedor implied by such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established underthe Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors.Forward-looking statements generally can 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 each of these terms) or similar terminology. The Company believes that the assumptions underlyingany forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results maydiffer materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary businessoperations, factors and risks that may result in actual results differing from this forward-looking information include, but are not limitedto risks and uncertainties associated with inflationary conditions with respect to the price of commodities, ingredients, transportation,distribution and labor; disruptions to the Company’s restaurant or retail supply chain; effects of changes in international, national,regional and local economic and market conditions (such as the imposition of trade barriers or other changes in trade policy) on our business;the Company’s ability to manage retail inventory and merchandise mix; the Company’s ability to sustain or the effects of plansintended to improve operational or marketing execution and performance, including the Company’s strategic transformation plan; theeffects of increased competition at the Company’s locations on sales and on labor recruiting, cost, and retention; consumer behaviorbased on negative publicity or changes in consumer health or dietary trends or safety aspects of the Company’s food or productsor those of the restaurant industry in general, including concerns about outbreaks of infectious disease as well as the possible effectsof such events on the price or availability of ingredients used in our restaurants; the effects of the Company’s indebtedness andassociated restrictions on the Company’s financial and operating flexibility and ability to execute or pursue its operating plansand objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company’s financingcosts and ability to refinance its indebtedness, in whole or in part; the Company’s reliance on a single distribution facility andcertain significant vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy andinformation security breaches, whether as a result of infrastructure failures, employee or vendor errors or actions of third parties;the Company’s compliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatoryrules, regulations and interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas;the actual results of pending, future or threatened litigation or governmental investigations; or the Company’s ability to managethe impact of negative social media attention and the costs and effects of negative publicity; the impact of activist shareholders; theCompany’s ability to achieve aspirations, goals and projections related to its environmental, social and governance initiatives;the Company’s ability to enter successfully into new geographic markets that may be less familiar to it; changes in land, buildingmaterials and construction costs; the availability and cost of suitable sites for restaurant development and the Company’s abilityto identify those sites; the Company’s ability to retain key personnel; the ability of and cost to the Company to recruit, train,and retain qualified hourly and management employees; uncertain performance of acquired businesses, strategic investments and other initiativesthat the Company may pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and theeffect on the carrying value of those locations; general or regional economic weakness, business and societal conditions and the weatherimpact on sales and customer travel; discretionary income or personal expenditure activity of the Company’s customers; implementationof new or changes in interpretation of existing accounting principles generally accepted in the United States of America ("GAAP");and other factors described from time to time in the Company’s filings with the Securities and Exchange Commission, press releases,and other communications. Any forward-looking statement made by the Company herein, or elsewhere, speaks only as of the date on whichmade. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statements made hereinto reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances onwhich any such statements are based.
- MORE -
Page 4
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 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/2/25 | 4/26/24 | Percentage Change | 5/2/25 | 4/26/24 | Percentage Change | |||||||||||
| Total revenue | $ | 821,147 | $ | 817,135 | 0 | % | $ | 2,615,675 | $ | 2,576,375 | 2 | % | ||||
| Cost of goods sold (exclusive of depreciation & rent) | 247,280 | 245,070 | 1 | 816,013 | 815,480 | 0 | ||||||||||
| Labor and other related expenses | 304,781 | 308,791 | (1 | ) | 938,342 | 936,434 | 0 | |||||||||
| Other store operating expenses | 207,486 | 200,390 | 4 | 639,059 | 618,131 | 3 | ||||||||||
| General and administrative expenses | 46,025 | 54,524 | (16 | ) | 167,341 | 155,795 | 7 | |||||||||
| Impairment and store closing costs | 718 | 22,942 | (97 | ) | 3,869 | 22,942 | (83 | ) | ||||||||
| Goodwill impairment | 0 | 4,690 | (100 | ) | 0 | 4,690 | (100 | ) | ||||||||
| Operating income (loss) | 14,857 | (19,272 | ) | 177 | 51,051 | 22,903 | 123 | |||||||||
| Interest expense | 4,984 | 5,187 | (4 | ) | 15,784 | 15,192 | 4 | |||||||||
| Income (loss) before income taxes | 9,873 | (24,459 | ) | 140 | 35,267 | 7,711 | 357 | |||||||||
| Income tax benefit | (2,701 | ) | (15,260 | ) | 82 | (4,358 | ) | (15,080 | ) | 71 | ||||||
| Net income (loss) | $ | 12,574 | $ | (9,199 | ) | 237 | $ | 39,625 | $ | 22,791 | 74 | |||||
| Earnings (loss) per share – basic: | $ | 0.56 | $ | (0.41 | ) | 237 | $ | 1.78 | $ | 1.03 | 73 | |||||
| Earnings (loss) per share – diluted: | $ | 0.56 | $ | (0.41 | ) | 237 | $ | 1.77 | $ | 1.02 | 74 | |||||
| Weighted average shares: | ||||||||||||||||
| Basic | 22,264,782 | 22,201,964 | 0 | 22,246,936 | 22,188,191 | 0 | ||||||||||
| Diluted | 22,459,281 | 22,201,964 | 1 | 22,435,317 | 22,307,646 | 1 | ||||||||||
| Ratio Analysis | ||||||||||||||||
| Total revenue: | ||||||||||||||||
| Restaurant | 82.7 | % | 82.2 | % | 80.8 | % | 80.1 | % | ||||||||
| Retail | 17.3 | 17.8 | 19.2 | 19.9 | ||||||||||||
| Total revenue | 100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||
| Cost of goods sold (exclusive of depreciation & rent) | 30.1 | 30.0 | 31.2 | 31.7 | ||||||||||||
| Labor and other related expenses | 37.1 | 37.8 | 35.9 | 36.3 | ||||||||||||
| Other store operating expenses | 25.3 | 24.5 | 24.4 | 24.0 | ||||||||||||
| General and administrative expenses | 5.6 | 6.7 | 6.4 | 6.0 | ||||||||||||
| Impairment and store closing costs | 0.1 | 2.8 | 0.1 | 0.9 | ||||||||||||
| Goodwill impairment | 0.0 | 0.6 | 0.0 | 0.2 | ||||||||||||
| Operating income (loss) | 1.8 | (2.4 | ) | 2.0 | 0.9 | |||||||||||
| Interest expense | 0.6 | 0.6 | 0.7 | 0.6 | ||||||||||||
| Income (loss) before income taxes | 1.2 | (3.0 | ) | 1.3 | 0.3 | |||||||||||
| Income tax benefit | (0.3 | ) | (1.9 | ) | (0.2 | ) | (0.6 | ) | ||||||||
| Net income (loss) | 1.5 | % | (1.1 | %) | 1.5 | % | 0.9 | % |
- MORE -
Page 5 ****
CRACKER BARREL OLD COUNTRY STORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share amounts)
| 5/2/25 | 4/26/24 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 9,814 | $ | 11,852 |
| Accounts receivable | 37,439 | 34,847 | ||
| Inventories | 168,695 | 175,278 | ||
| Prepaid expenses and other current assets | 60,877 | 57,026 | ||
| Property and equipment, net | 971,021 | 944,859 | ||
| Operating lease right-of-use assets, net | 822,269 | 860,879 | ||
| Intangible assets | 24,369 | 24,480 | ||
| Other assets | 44,565 | 47,872 | ||
| Total assets | $ | 2,139,049 | $ | 2,157,093 |
| Liabilities and Shareholders’ Equity | ||||
| Accounts payable | $ | 121,117 | $ | 137,672 |
| Other current liabilities | 301,916 | 308,535 | ||
| Long-term debt | 489,410 | 472,216 | ||
| Long-term operating lease liabilities | 653,060 | 681,272 | ||
| Other long-term obligations | 104,235 | 130,841 | ||
| Shareholders’ equity, net | 469,311 | 426,557 | ||
| Total liabilities and shareholders’ equity | $ | 2,139,049 | $ | 2,157,093 |
| Common shares issued and outstanding | 22,266,951 | 22,202,296 |
- MORE -
Page 6
CRACKER BARREL OLD COUNTRY STORE, INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
(Unaudited and in thousands)
| Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| 5/2/25 | 4/26/24 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 39,625 | $ | 22,791 | ||
| Depreciation and amortization | 90,379 | 82,765 | ||||
| Amortization of debt issuance costs | 1,329 | 1,312 | ||||
| Loss on disposition of property and equipment | 6,249 | 8,860 | ||||
| Impairment | 3,581 | 17,448 | ||||
| Goodwill impairment | 0 | 4,690 | ||||
| Share-based compensation | 8,056 | 9,189 | ||||
| Noncash lease expense | 45,560 | 45,050 | ||||
| Amortization of asset recognized from gain on sale and leaseback transaction | 9,551 | 9,551 | ||||
| Decrease in inventories | 12,263 | 14,086 | ||||
| Decrease in accounts payable | (41,171 | ) | (27,812 | ) | ||
| Net changes in other assets and liabilities | (58,745 | ) | (88,474 | ) | ||
| Net cash provided by operating activities | 116,677 | 99,456 | ||||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment, net of insurance recoveries | (113,214 | ) | (80,081 | ) | ||
| Proceeds from sale of property and equipment | 1,829 | 131 | ||||
| Net cash used in investing activities | (111,385 | ) | (79,950 | ) | ||
| Cash flows from financing activities: | ||||||
| Net proceeds from/principal payments on long-term debt | 11,425 | 56,000 | ||||
| Taxes withheld from issuance of share-based compensation awards | (1,428 | ) | (1,597 | ) | ||
| Dividends on common stock | (17,510 | ) | (87,204 | ) | ||
| Net cash used in financing activities | (7,513 | ) | (32,801 | ) | ||
| Net decrease in cash and cash equivalents | (2,221 | ) | (13,295 | ) | ||
| Cash and cash equivalents, beginning of period | 12,035 | 25,147 | ||||
| Cash and cash equivalents, end of period | $ | 9,814 | $ | 11,852 |
- MORE -
Page 7
| Third Quarter Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| 5/2/25 | 4/26/24 | |||||||
| Net change in company-owned units during quarter: | ||||||||
| Cracker Barrel | 1 | (4 | ) | |||||
| Maple Street Biscuit Company | 1 | 0 | ||||||
| Company-owned units in operation at end of quarter: | ||||||||
| Cracker Barrel | 658 | 658 | ||||||
| Maple Street Biscuit Company | 70 | 63 | ||||||
| **** | Third Quarter Ended | Nine Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 5/2/25 | 4/26/24 | 5/2/25 | 4/26/24 | |||||
| Total revenue*: (In thousands) | ||||||||
| Restaurant | $ | 661,945 | $ | 654,410 | $ | 2,061,681 | $ | 2,013,609 |
| Retail | 141,695 | 145,430 | 502,052 | 512,981 | ||||
| Total revenue | $ | 803,640 | $ | 799,840 | $ | 2,563,733 | $ | 2,526,590 |
| Cost of goods sold* (exclusive of depreciation and rent): (In thousands) | ||||||||
| Restaurant | $ | 173,431 | $ | 169,373 | $ | 546,757 | $ | 540,553 |
| Retail | 69,346 | 71,432 | 256,015 | 262,430 | ||||
| Total cost of goods sold | $ | 242,777 | $ | 240,805 | $ | 802,772 | $ | 802,983 |
| Average unit volume*: (In thousands) | ||||||||
| Restaurant | $ | 1,006.0 | $ | 994.6 | $ | 3,134.8 | $ | 3,049.4 |
| Retail | 215.3 | 221.0 | 763.4 | 776.8 | ||||
| Total | $ | 1,221.3 | $ | 1,215.6 | $ | 3,898.2 | $ | 3,826.2 |
| Operating weeks*: | 8,554 | 8,554 | 25,649 | 25,753 |
Note*: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company
- MORE -
Page 8
CRACKER BARREL OLD COUNTRY STORE, INC.
Reconciliation of GAAP-Basis Operating Resultsto Non-GAAP Operating Results
(Unaudited and in thousands, except per shareamounts)
Adjusted Net Income and Earnings Per Share
In the accompanying press release, the Company makes reference to its third quarter fiscal 2024 and fiscal 2025 adjusted net income and earnings per share. The Company defines adjusted net income as net income, calculated in accordance with GAAP, excluding, to the extent the following items occurred during the periods presented: (i) impairment charges, and, for periods prior to the second quarter of fiscal 2025, store closing costs, (ii) expenses related to the proxy contest in connection with the Company’s 2024 annual meeting of shareholders, (iii) expenses related to the Company’s CEO transition, (iv) expenses associated with the Company’s strategic transformation initiative, (v) a corporate restructuring charge, (vi) an employee benefits policy change, (vii) goodwill impairment charges, and (viii) the related tax impacts of the foregoing. 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. The Company calculates adjusted net income margin by dividing adjusted net income by consolidated GAAP revenue. This information is not intended to be considered in isolation or as a substitute for net income or earnings per share information prepared in accordance with GAAP.
| Third Quarter Ended | Nine Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/2/25 | Margin | 4/26/24 | Margin | 5/2/25 | Margin | 4/26/24 | Margin | |||||||||||||||||
| Revenue | $ | 821,147 | 100 | % | $ | 817,135 | 100 | % | $ | 2,615,675 | 100 | % | $ | 2,576,375 | 100 | % | ||||||||
| GAAP net income | $ | 12,574 | 1.5 | ($ | 9,199 | ) | (1.1 | ) | $ | 39,625 | 1.5 | $ | 22,791 | 0.9 | ||||||||||
| CEO transition expenses | 0 | 0.0 | 3,465 | 0.4 | 0 | 0.0 | 8,574 | 0.3 | ||||||||||||||||
| Strategic transformation initiative expenses | 0 | 0.0 | 6,590 | 0.8 | 7,263 | 0.3 | 11,546 | 0.4 | ||||||||||||||||
| Employee benefit adjustment | 0 | 0.0 | 0 | 0.0 | 0 | 0.0 | (5,284 | ) | (0.2 | ) | ||||||||||||||
| Corporate restructuring charge | 0 | 0.0 | 0 | 0.0 | 0 | 0.0 | 1,643 | 0.1 | ||||||||||||||||
| Proxy contest expenses | 0 | 0.0 | 0 | 0.0 | 8,220 | 0.3 | 0 | 0.0 | ||||||||||||||||
| Impairment | 718 | 0.1 | 17,448 | 2.1 | 3,581 | 0.1 | 17,448 | 0.7 | ||||||||||||||||
| Store closing costs | 0 | 0.0 | 5,494 | 0.7 | 0 | 0.0 | 5,494 | 0.2 | ||||||||||||||||
| Goodwill impairment | 0 | 0.0 | 4,690 | 0.6 | 0 | 0.0 | 4,690 | 0.2 | ||||||||||||||||
| Tax impacts of the foregoing | (169 | ) | (0.0 | ) | (8,856 | ) | (1.1 | ) | (4,480 | ) | (0.2 | ) | (10,366 | ) | (0.4 | ) | ||||||||
| Adjusted net income | $ | 13,123 | 1.6 | % | $ | 19,632 | 2.4 | % | $ | 54,209 | 2.1 | % | $ | 56,536 | 2.2 | % | ||||||||
| GAAP earnings (loss) per share - basic | $ | 0.56 | $ | (0.41 | ) | $ | 1.78 | $ | 1.03 | |||||||||||||||
| GAAP earnings (loss) per share - diluted | $ | 0.56 | $ | (0.41 | ) | $ | 1.77 | $ | 1.02 | |||||||||||||||
| Adjusted earnings per share - basic | $ | 0.59 | $ | 0.88 | $ | 2.44 | $ | 2.55 | ||||||||||||||||
| Adjusted earnings per share - diluted | $ | 0.58 | $ | 0.88 | $ | 2.42 | $ | 2.53 | ||||||||||||||||
| Weighted average shares - basic | 22,264,782 | 22,201,964 | 22,246,936 | 22,188,191 | ||||||||||||||||||||
| Weighted average shares - diluted | 22,459,281 | 22,201,964 | 22,435,317 | 22,307,646 |
- MORE -
Page 9
CRACKER BARREL OLD COUNTRY STORE, INC.
Reconciliation of GAAP-Basis Operating Resultsto Non-GAAP Operating Results
(Unaudited and in thousands)
EBITDA/Adjusted EBITDA
In the accompanying press release and the below reconciliation tables, the Company makes reference to EBITDA and adjusted EBITDA. The Company defines EBITDA as net income, calculated in accordance with GAAP, excluding depreciation and amortization, interest expense and tax expense. The Company further adjusts EBITDA to exclude, to the extent the following items occurred during the periods presented: (i) expenses related to share-based compensation, (ii) impairment charges, and, for periods prior to the second quarter of fiscal 2025, store closing costs, (iii) the proxy contest in connection with the Company’s 2024 annual meeting of shareholders, (iv) goodwill impairment charges, (v) expenses related to the Company’s CEO transition, (vi) expenses associated with the Company’s strategic transformation initiative, (vii) a corporate restructuring charge, and (viii) an employee benefits policy change. The Company calculates EBITDA and adjusted EBITDA margin by dividing EBITDA and adjusted EBITDA by consolidated GAAP revenue. The Company believes that presentation of EBITDA and adjusted EBITDA (together with related margin figures) 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 the Company’s operating performance. This information is not intended to be considered in isolation or as a substitute for net income or net income margin prepared in accordance with GAAP.
| Third Quarter Ended 5/2/25 | Margin | Nine Months Ended <br><br>5/2/25 | Margin | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 821,147 | 100 | % | $ | 2,615,675 | 100 | % | ||||
| GAAP Net income | 12,574 | 1.5 | 39,625 | 1.5 | ||||||||
| (+) Depreciation& amortization | 30,991 | 3.8 | 90,379 | 3.5 | ||||||||
| (+) Interest expense | 4,984 | 0.6 | 15,784 | 0.6 | ||||||||
| (+) Tax expense (tax benefit) | (2,701 | ) | (0.3 | ) | (4,358 | ) | (0.2 | ) | ||||
| EBITDA | $ | 45,848 | 5.6 | % | $ | 141,430 | 5.4 | % | ||||
| Adjustments | ||||||||||||
| (+) Share-based compensation, net | 1,551 | 0.2 | 8,056 | 0.3 | ||||||||
| (+) Strategic transformation initiative expenses | 0 | 0.0 | 7,263 | 0.3 | ||||||||
| (+) Impairment | 718 | 0.1 | 3,581 | 0.1 | ||||||||
| (+) Proxy contest expenses | 0 | 0.0 | 8,220 | 0.3 | ||||||||
| Adjusted EBITDA | $ | 48,117 | 5.9 | % | $ | 168,550 | 6.4 | % | ||||
| Third Quarter Ended 4/26/24 | Margin | Nine Months Ended<br><br> 4/26/24 | Margin | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | $ | 817,135 | 100 | % | $ | 2,576,375 | 100 | % | ||||
| GAAP Net income (loss) | (9,199 | ) | (1.1 | ) | 22,791 | 0.9 | ||||||
| (+) Depreciation& amortization | 28,337 | 3.5 | 82,765 | 3.2 | ||||||||
| (+) Interest expense | 5,187 | 0.6 | 15,192 | 0.6 | ||||||||
| (+) Tax expense (tax benefit) | (15,260 | ) | (1.9 | ) | (15,080 | ) | (0.6 | ) | ||||
| EBITDA | 9,065 | 1.1 | % | $ | 105,668 | 4.1 | % | |||||
| Adjustments | ||||||||||||
| (+) Share-based compensation, net | 1,187 | 0.1 | 4,475 | 0.2 | ||||||||
| (+) Strategic transformation initiative expenses | 6,590 | 0.8 | 11,546 | 0.4 | ||||||||
| (+) Impairment | 17,448 | 2.1 | 17,448 | 2.1 | ||||||||
| (+) Store closing costs | 5,494 | 0.7 | 5,494 | 0.7 | ||||||||
| (+) Goodwill impairment | 4,690 | 0.6 | 4,690 | 0.2 | ||||||||
| (+) CEO transition expenses | 3,465 | 0.4 | 8,574 | 0.3 | ||||||||
| (+) Corporate restructuring charge | 0 | 0.0 | 1,643 | 0.1 | ||||||||
| (-) Employee benefit adjustment | 0 | 0.0 | (5,284 | ) | (0.2 | ) | ||||||
| Adjusted EBITDA | $ | 47,939 | 5.9 | % | $ | 154,254 | 6.0 | % |
- END -