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): January 13, 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 7.01. | Regulation FD Disclosure. |
|---|
On January 13-15, 2025, members of management of Cracker Barrel Old Country Store, Inc. (the “Company”) will be meeting with members of the investment community in conjunction with the 2025 ICR Conference, an annual industry event. A copy of the presentation deck (the “Presentation”) to be referred to by management at such meetings, which includes matters of potential interest to investors, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
All statements made in the Presentation and incorporated by reference herein other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or those of the industries and markets in which the Company participates, to differ materially from the Company’s expectations of future results, performance or achievements expressed or implied by these forward-looking statements. The Company’s past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed in the Presentation due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Presentation and the forward-looking statements contained therein speak only as of the date thereof. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in the Presentation, whether as a result of new information, future events, changed circumstances or any other reason.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | ICR Conference 2025 Presentation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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: January 13, 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
| 1 |
|---|
| Forward-looking statements and safe harbor treatment<br>All statements made by Cracker Barrel Old Country Store, Inc. (“the Company”) in this Presentation and in any commentary provided by the<br>Company’s management in connection herewith other than statements of historical fact are “forward-looking statements” within the meaning<br>of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are<br>provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.<br>A reader or listener should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and<br>uncertainties and other important factors that could cause the Company's actual results, performance or achievements, or those of the<br>industries and markets in which the Company participates, to differ materially from the Company's expectations of future results, performance<br>or achievements expressed or implied by these forward-looking statements.<br>The Company's past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially<br>from the Company’s past results and from the expectations and plans of the Company expressed in this presentation and management’s<br>commentary due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual<br>Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors detailed from time to time in the Company’s<br>filings with the Securities and Exchange Commission.<br>This presentation and the forward-looking statements contained therein and in management’s commentary speak only as of January 13,<br>2024. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in this presentation or management’s commentary, whether as a result of new information, future<br>events, changed circumstances or any other reason.<br>2 |
| --- |
| Cracker Barrel is a<br>brand that holds a place<br>in people’s hearts…<br>Since 1969, guests have trusted Cracker Barrel<br>as a destination for genuine service, rich comfort food, and<br>a sense of classic country tradition.<br>For those that love it, it’s a brand that makes people smile,<br>and for many, the place where treasured<br>family memories were made. |
| --- |
| 44 658 $3.4B ~20% $14.05 ~70K<br>States Stores Revenue Retail<br>Revenue<br>Average<br>restaurant check<br>Employees<br>4<br>Note: Data is for FY24. Revenue is on a 52-week basis.<br>Cracker Barrel by the numbers |
| --- |
| Laura Daily<br>Chief Merchant<br>Mgmt Tenure: 13 years<br>Outstanding leadership team<br>Julie Masino<br>Chief Executive Officer<br>Mgmt Tenure: 1 year<br>Chris Edwards<br>Chief Strategy Officer<br>Mgmt Tenure: <1 year<br>Craig Pommells<br>Chief Financial Officer<br>Mgmt Tenure: 3 years<br>Cammie Spillyards-Schaefer<br>Chief Operations Officer<br>Mgmt Tenure: 3 years<br>Donna Roberts<br>Chief Human Resources Officer<br>Mgmt Tenure: 5 years<br>Mark Spurgin<br>Chief Restaurant Supply Chain<br>Officer<br>Mgmt Tenure: 2 years<br>Rich Wolfson<br>General Counsel & Corporate<br>Secretary<br>Mgmt Tenure: 7 years<br>Bruce Hoffmeister<br>Chief Information Officer<br>Mgmt Tenure: 4 years<br>Sarah Moore<br>Chief Marketing Officer<br>Mgmt Tenure : <1 year<br>5 |
| --- |
| 6<br>REFINE THE<br>BRAND<br>ENHANCE<br>THE MENU<br>EVOLVE THE<br>STORE &<br>GUEST<br>EXPERIENCE<br>WIN IN<br>DIGITAL &<br>OFF-PREMISE<br>ELEVATE<br>THE<br>EMPLOYEE<br>EXPERIENCE<br>5<br>PILLARS<br>DRIVE<br>RELEVANCY<br>DELIVER FOOD &<br>EXPERIENCE<br>GUESTS LOVE<br>GROW<br>PROFITABILITY<br>3<br>IMPERATIVES<br>4<br>ENABLERS<br>Tech Modernization<br>Transformation System<br>Margin Optimization<br>Testing<br>Transformation framework |
| --- |
| Building momentum with early wins<br>REFINE THE<br>BRAND<br>ENHANCE THE<br>MENU<br>EVOLVE THE<br>STORE & GUEST<br>EXPERIENCE<br>WIN IN DIGITAL &<br>OFF-PREMISE<br>ELEVATE THE<br>EMPLOYEE<br>EXPERIENCE<br>Finalize brand<br>positioning & platform<br>Completed<br>comprehensive retail &<br>restaurant guest journey<br>mapping<br>Accelerated menu<br>innovation<br>Strengthened value<br>proposition<br>Optimized pricing<br>delivering strong<br>flowthrough<br>600 bps YOY<br>improvement in Q1<br>dinner traffic<br>BOH optimization<br>launched to first full<br>region<br>Improvements in key<br>operating metrics most<br>correlated with SSSG<br>Making progress on<br> “defensive” investments<br>in maintenance capex to<br>bring stores to brand<br>standards in key areas<br>Completed 19 “full”<br>remodels and 12<br> “refreshes” as part of our<br>remodel test<br>6M+ Cracker Barrel<br>Rewards members<br>Cracker Barrel Rewards<br>delivering incremental<br>sales & traffic<br>Improvements in off-premise profitability and<br>guest experience<br>Hourly turnover improved<br>17 p.p. in Q1 vs. prior<br>year<br>Implemented<br>foundational human<br>capital management<br>system<br>7 |
| --- |
| 8<br>Menu innovation wins:<br>Strengthening the pipeline<br>1) Increasing dinner preference with new craveworthy, ownable items<br>2) Leaning into breakfast expanding core platforms with new news<br>3) Upgrading product quality to ensure best-in-class core menu offerings |
| --- |
| Expanding the pipeline<br>Pot Roast & Dumplings<br>9<br>Nashville Hot Southern<br>Fried Chicken<br>Dumpling Chips &<br>Skillet Dip<br>Breakfast Patty Melt Sausage & Egg<br>Hashbrown Casserole Fresh Berry Salad |
| --- |
| 1Q25 financial results demonstrate progress<br>Q: How are the green shoots translating into financial results? [Craig]<br>Targeted time: ~1 minute 10<br>Revenue<br>Growth<br>vs. prior year Q1<br>Total<br>Revenue<br>$845.1M +2.6%<br>Comp<br>Restaurant<br>Sales<br>vs. prior year Q1<br>+2.9%<br>+290 bps<br>Comparable store sales<br>outperformed Black Box<br>Casual Dining Industry<br>4<br>Quarters of sequential<br>improvements in dinner traffic<br> “We delivered positive comp<br>sales performance for the 2nd<br>consecutive quarter, driven by<br>improved traffic and strong<br>average check growth.”<br>10 |
| --- |
| 11<br>Transformation expected to deliver meaningful improvement to<br>financial performance<br>Sales:<br>$3.4B<br>FY24*<br>Adj.<br>EBITDA:<br>$206M<br>Sales:<br>$3.4B to<br>$3.5B<br>FY25<br>Guidance<br>Adj.<br>EBITDA:<br>$200M to<br>$215M<br>Note*: 52-week basis. Net income for FY24 was $40.9M on a 53-week basis and $35.4M on a 52-week basis.<br>FY27<br>Guidance<br>Sales:<br>$3.8B to<br>$3.9B<br>Adj.<br>EBITDA:<br>$375M to<br>$425M<br>Meaningful improvement in<br>2H26 & further acceleration in<br>FY27<br>11<br>Key Drivers to Achieve FY27 Targets<br>Traffic<br>Drivers<br> • Menu innovation/optimized<br>marketing/Cracker Barrel<br>Rewards<br> • Improved guest experience<br> • Remodels<br>Non-Traffic<br>Drivers<br> • Strategic pricing<br> • Cost savings and margin<br>optimization ($50M to $60M) |
| --- |
| 12<br>Strategic investments will drive value-creating growth<br>Potential Capital Expenditures by Year<br>FY25 FY26 FY27<br>Baseline Capex $125M $125M $125M<br>Strategic<br>Investments* $35M to $55M $55M to $95M $135M to $175M<br>Total Capex $160M to $180M $180M to $220M $260M to $300M<br>*Strategic investments include two categories:<br>1) Growth investments such as remodels and technology<br>2) Defensive investments related to maintenance |
| --- |
| 14 |
| --- |
| Thank you!<br>15 |
| --- |
| DENTSU CREATIVE<br>Non-GAAP reconciliation<br>16<br>In the accompanying presentation 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<br>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<br>compensation, (ii) impairment charges and store closing costs, (iii) the proxy contest in connection with the Company’s 2024 annual meeting of shareholders, (iv) goodwill impairment charges, (v) the Company’s CEO transition, (vi)<br>expenses associated with the Company’s strategic transformation initiative, (vii) a corporate restructuring charge, and (viii) an employee benefits policy change. The Company believes that presentation of EBITDA and adjusted<br>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<br>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<br>considered in isolation or as a substitute for net income prepared in accordance with GAAP. The Company is not able to reconcile the forward-looking estimate of adjusted EBITDA set forth in the accompanying presentation to a<br>forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the<br>probable significance of certain items impacting these estimates, including interest expense, taxes, closure and impairment charges and share-based compensation, with a reasonable degree of accuracy. Accordingly, the most<br>directly comparable forward-looking GAAP estimate is not provided.<br>FY 2024 53rd Week Impact<br>GAAP Net Income $40,930 $5,498<br>(+) Depreciation & amortization 111,746 0<br>(+) Interest expense 20,933 402<br>(+) Income tax benefit (16,744) (119)<br>EBITDA $156,865 $5,781<br>Adjustments<br>Share-based compensation, net 5,584 0<br>Restructuring expenses 1,643 0<br>CEO transition expenses 8,574 0<br>Strategic transformation expenses 16,603 0<br>Employee benefits policy change (5,284) 0<br>Impairments and store closing costs 22,942 0<br>Goodwill impairment 4,690 0<br>Adjusted Reported EBITDA $211,617 $5,781<br>1Q25<br>GAAP Net Income $4,844<br>(+) Depreciation & amortization 29,154<br>(+) Interest expense 5,822<br>(+) Income tax benefit (3,595)<br>EBITDA $36,225<br>Adjustments<br>Share-based compensation, net 2,625<br>Strategic transformation expenses 3,298<br>Impairments and store closing costs 700<br>Proxy contest expenses 2,958<br>Adjusted Reported EBITDA $45,806 |
| --- |