8-K

CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)

8-K 2022-09-27 For: 2022-09-27
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): September 27, 2022

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))
--- ---

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 September 27, 2022, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2022 full year and fourth 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 September 27, 2022
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: September 27, 2022 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: Jessica Hazel
(615) 235-4367
Media Contact: Heidi Pearce
(615) 235-4135

CRACKER BARREL REPORTS FOURTH QUARTER FISCAL2022 RESULTS AND PROVIDES FISCAL 2023 OUTLOOK

Board declares $1.30 quarterly dividend pershare

LEBANON, Tenn.September 27,2022 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the fourth quarter of fiscal 2022 ended July 29, 2022.

Fourth Quarter Fiscal 2022 Highlights

· The Company reported fourth quarter total revenue<br>of $830.4 million. Compared to the prior year fourth quarter, total revenue increased 5.9%.
o Comparable store restaurant sales increased 6.1%, while comparable store retail sales increased 3.0%.
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· GAAP operating income for the fourth quarter<br>was $33.0 million, or 4.0% of total revenue, and adjusted^1^ operating income was $36.2 million, or 4.4% of total revenue.
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· GAAP net income was $33.4 million, or<br>4.0% of total revenue. EBITDA^1^ was $62.4 million, or 7.5% of total revenue.
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· GAAP earnings per diluted share were $1.47,<br>and adjusted^1^ earnings per diluted share were $1.57.
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· The Company paid $29.9 million in dividends and<br>repurchased $58.1 million in shares for a total of $88.1 million returned to shareholders in the fourth quarter, as part of a total $246.4<br>million returned to shareholders during the full fiscal year.
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· The Company announced that its Board of Directors<br>declared a regular quarterly dividend of $1.30 per share.
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Commenting on the fourth quarter and full year results, Cracker Barrel President and Chief Executive Officer Sandra B. Cochran said, “I’m proud of the efforts of our teams to meet the challenges we faced in fiscal 2022 as we delivered value to our guests and our shareholders. Our retail business had a historic year and we made great progress on key initiatives to improve the guest experience, maintain solid staffing levels, preserve a high value perception, innovate our menu, and broaden our appeal to more guests. We also returned more than $245 million to our shareholders in the form of dividends and share repurchases while maintaining a strong balance sheet.

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Despite the high levels of commodity inflation we faced throughout the year, we kept a long-term focus and invested to retain a position of value leadership through a thoughtful combination of pricing strategy and menu design, despite the short-term impact on margin. Our commitment to value and in delivering a great guest experience helped us weather a weaker than expected summer travel season, gas prices that exceeded expectations, and historic inflationary pressures on the consumer, and we were encouraged by better traffic and sales trends in the final few weeks of the quarter. I believe our focus on delivering a compelling value and experience to our guests, coupled with our cost savings programs, investments in technology, and strategies to attract a broader group of guests, position us well for fiscal 2023 and beyond, particularly when inflationary pressures eventually ease.”

Fourth Quarter Fiscal 2022 Results

Revenue


The Company reported total revenue of $830.4 million for the fourth quarter of fiscal 2022, representing an increase of 5.9% compared to the fourth quarter of fiscal 2021. This revenue growth was below the Company’s expectation driven by lower than anticipated travel volumes, fewer visits from guests 65 and older, and high gas prices and inflationary pressures that weighed most heavily on lower-income guests. Cracker Barrel comparable store restaurant sales increased 6.1%, including total menu pricing of 7.0%. Comparable store retail sales increased 3.0% from the prior year quarter.

Operating Income

GAAP operating income for the fourth quarter was $33.0 million, or 4.0% of total revenue. Excluding 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 fourth quarter was $36.2 million, or 4.4% of total revenue which was within the Company’s expectations.

Operating income unfavorability to the prior year as a percent of total revenue is primarily the result of commodity, wage and other expense inflation in excess of pricing, as well as higher field hourly and management staffing levels and elevated maintenance expense, partially offset by lower general and administrative expense.

Net Income, EBITDA, and Earnings per DilutedShare

GAAP net income for the fourth quarter was $33.4 million, or 4.0% of total revenue, including the favorable settlement of a state income tax matter. This represented an 8.2% decrease compared to prior year quarter GAAP net income of $36.4 million, or 4.6% of total revenue. EBITDA^1^ was $62.4 million, or 7.5% of total revenue, a 33.2% decrease compared to the prior year quarter EBITDA^1^ of $93.5 million, or 11.9% of total revenue.

GAAP earnings per diluted share for the fourth quarter were $1.47, a 3.9% decrease compared to the prior year quarter GAAP earnings per diluted share of $1.53. Adjusted^1^ earnings per diluted share were $1.57, a 30.2% decrease compared to the prior year quarter adjusted^1^ earnings per diluted share of $2.25.

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 November 8, 2022 to shareholders of record as of October 21, 2022.

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Fiscal 2022 Results

Revenue

The Company reported total revenue of $3.27 billion for fiscal 2022, representing an increase of 15.8% compared to fiscal 2021. Comparable store restaurant sales for fiscal 2022 increased 15.0% compared to fiscal 2021. Comparable store retail sales for fiscal 2022 increased 18.2% compared to fiscal 2021.

Operating Income

GAAP operating income in fiscal 2022 was $153.0 million, or 4.7% of total revenue, a 58.3% decrease compared to prior year GAAP operating income of $366.7 million, or 13.0% of total revenue. Fiscal 2022 adjusted^1^ operating income was $165.7 million, or 5.1% of total revenue, a 0.7% decrease compared to prior year adjusted^1^ operating income of $166.8 million, or 5.9% of total revenue.

Net Income, EBITDA and Earnings per DilutedShare

GAAP net income in fiscal 2022 was $131.9 million, or 4.0% of total revenue, and EBITDA^1^ was $269.3 million, or 8.2% of total revenue. GAAP earnings per diluted share were $5.67, and adjusted^1^ earnings per diluted share were $6.09.

Fiscal 2023 Outlook

Reminding readers that the uncertainties created by current macroeconomic conditions may cause actual results to differ materially from those expected, the Company provided the following outlook for fiscal 2023:

Total<br> revenue growth compared to the prior year between 7% and 8%;
o Including<br> the expected opening of three to four new Cracker Barrel units and fifteen to twenty new<br> Maple Street Biscuit Company units.
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Commodity<br> inflation of approximately 8% with moderation of inflation sequentially with each quarter;
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Wage<br> inflation of approximately 5%;
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Cost<br> savings and business model improvements that are expected to contribute between $20 million<br> to $25 million to fiscal 2023 profitability;
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Operating<br> Income growth compared to the prior year between 8% and 10%;
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o Quarterly<br> growth compared to the prior year is expected to improve sequentially, from fiscal 2023 first<br> quarter operating income meaningfully below the prior year first quarter, to fiscal 2023<br> fourth quarter operating income meaningfully above the prior year fourth quarter.
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Capital<br> expenditures of approximately $125 million, of which $30 million is related to new store<br> development; and
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An<br> effective tax rate in the range of 10% to 15%.
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The Company reminds investors 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 section of this release.

Fiscal 2022 Fourth Quarter Conference Call

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 October 11, 2022.

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About Cracker 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 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.

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 Q4 FY 2022 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)

Fourth Quarter Ended Twelve Months Ended
7/29/22 7/30/21 Percentage<br><br> Change 7/29/22 7/30/21 Percentage<br><br> Change
Total revenue $ 830,400 $ 784,405 6 % $ 3,267,786 $ 2,821,444 16 %
Cost of goods sold, (exclusive of depreciation & rent) 273,424 235,754 16 1,049,884 865,261 21
Labor and other related expenses 294,430 268,702 10 1,149,077 983,120 17
Other store operating expenses 196,674 180,333 9 758,389 676,301 12
General and administrative expenses 32,900 36,948 (11 ) 157,433 147,825 6
Gain on sale and leaseback transactions 0 0 0 (217,722 ) (100 )
Operating income 32,972 62,668 (47 ) 153,003 366,659 (58 )
Interest expense 2,620 24,964 (90 ) 9,620 56,108 (83 )
Income before income taxes 30,352 37,704 (19 ) 143,383 310,551 (54 )
Provision for income taxes (income tax benefit) (3,012 ) 1,341 (325 ) 11,503 56,038 (79 )
Net income $ 33,364 $ 36,363 (8 ) $ 131,880 $ 254,513 (48 )
Earnings per share – Basic: $ 1.47 $ 1.54 (5 ) $ 5.69 $ 10.74 (47 )
Earnings per share – Diluted: $ 1.47 $ 1.53 (4 ) $ 5.67 $ 10.71 (47 )
Weighted average shares:
Basic 22,666,439 23,611,922 (4 ) 23,164,180 23,692,063 (2 )
Diluted 22,756,685 23,705,547 (4 ) 23,246,010 23,767,390 (2 )
Ratio Analysis
Total revenue:
Restaurant 79.7 % 79.2 % 78.5 % 78.9 %
Retail 20.3 20.8 21.5 21.1
Total revenue 100.0 100.0 100.0 100.0
Cost of goods sold, (exclusive of depreciation & rent) 32.9 30.1 32.1 30.7
Labor and other related expenses 35.5 34.2 35.2 34.8
Other store operating expenses 23.7 23.0 23.2 24.0
General and administrative expenses 3.9 4.7 4.8 5.2
Gain on sale and leaseback transactions 0.0 0.0 0.0 (7.7 )
Operating income 4.0 8.0 4.7 13.0
Interest expense 0.3 3.2 0.3 2.0
Income before income taxes 3.7 4.8 4.4 11.0
Provision for income taxes (income tax benefit) (0.3 ) 0.2 0.4 2.0
Net income 4.0 % 4.6 % 4.0 % 9.0 %
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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share amounts)

**** 7/29/22 7/30/21
Assets
Cash and cash equivalents $ 45,105 $ 144,593
Accounts receivable 32,246 27,372
Inventories 213,249 138,320
Prepaid expenses and other current assets 26,676 43,311
Property and equipment, net 969,609 979,850
Operating lease right-of-use assets, net 933,524 974,477
Intangible Assets 21,210 21,285
Other assets 48,602 57,796
Goodwill 4,690 4,690
Total assets $ 2,294,911 $ 2,391,694
Liabilities and Shareholders’ Equity
Accounts payable $ 169,871 $ 135,176
Other current liabilities 332,453 330,086
Long-term debt 423,249 327,253
Long-term operating lease liabilities 722,159 748,305
Other long-term obligations 55,507 88,615
Deferred income taxes 80,193 98,626
Shareholders’ equity, net 511,479 663,633
Total liabilities and shareholders’ equity $ 2,294,911 $ 2,391,694
Common shares issued and outstanding 22,281,443 23,497,166
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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(Unaudited and in thousands)

Twelve Months Ended
7/29/22 7/30/21
Cash flows from operating activities:
Net income $ 131,880 $ 254,513
Depreciation and amortization 103,568 108,604
Amortization of debt issuance costs 1,755 864
Loss on disposition of property and equipment 5,637 4,064
Gain on sale and leaseback transactions 0 (217,722 )
Share-based compensation 8,198 8,729
Noncash lease expense 58,498 55,817
Amortization of asset recognized from gain on sale and leaseback transaction 12,735 12,735
(Increase) decrease in inventories (74,929 ) 771
Increase in accounts payable 34,695 31,672
Net changes in other assets and liabilities (76,784 ) 41,856
Net cash provided by operating activities 205,253 301,903
Cash flows from investing activities:
Purchase of property and equipment, net of insurance recoveries (97,104 ) (70,130 )
Proceeds from sale of property and equipment 105 149,960
Acquisition of business, net of cash acquired (1,500 ) (1,500 )
Net cash (used in) provided by investing activities (98,499 ) 78,330
Cash flows from financing activities:
Net proceeds (payments) under long-term debt 44,876 (572,967 )
Proceeds from issuance of warrants 0 31,710
Purchases of convertible note hedge 0 (62,010 )
Taxes withheld from issuance of share-based compensation awards (2,599 ) (2,282 )
Purchases and retirement of common stock (131,542 ) (35,000 )
Deferred financing costs (2,148 ) (420 )
Dividends on common stock (114,829 ) (31,667 )
Net cash used in financing activities (206,242 ) (672,636 )
Net decrease in cash and cash equivalents (99,488 ) (292,403 )
Cash and cash equivalents, beginning of period 144,593 436,996
Cash and cash equivalents, end of period $ 45,105 $ 144,593
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CRACKER BARREL OLD COUNTRY STORE, INC.

Supplemental Information

(Unaudited)

Fourth Quarter Ended
7/29/22 7/30/21
Net Change in Company-Owned Units During Quarter:
Cracker Barrel 0 0
Maple Street Biscuit Company 10 0
Company-Owned Units in Operation at End of Quarter:
Cracker Barrel 664 664
Maple Street Biscuit Company 51 37
Fourth Quarter Ended Twelve Months Ended
--- --- --- --- --- --- --- --- ---
7/29/22 7/30/21 7/29/22 7/30/21
Total revenue*: (In thousands)
Restaurant $ 647,462 $ 609,865 $ 2,516,334 $ 2,188,761
Retail 168,339 162,894 701,621 594,007
Total revenue $ 815,801 $ 772,759 $ 3,217,955 $ 2,782,768
Cost of goods sold* (exclusive of depreciation and rent): (In thousands)
Restaurant $ 186,338 $ 153,706 $ 693,810 $ 559,297
Retail 83,095 79,404 343,379 297,312
Total cost of goods sold $ 269,433 $ 233,110 $ 1,037,189 $ 856,609
Average unit volume*: (In thousands)
Restaurant $ 975.1 $ 918.5 $ 3,789.7 $ 3,298.7
Retail 253.5 245.3 1,056.6 895.3
Total $ 1,228.6 $ 1,163.8 $ 4,846.3 $ 4,194.0
Operating weeks*: 8,632 8,632 34,528 34,503

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

Q4 2022 vs. Q4 2021 12 mo. 2022 vs. 12 mo.<br><br> 2021
Comparable Cracker Barrel store sales period to period increase:
Restaurant 6.1 % 15.0 %
Retail 3.0 % 18.2 %
Total 5.5 % 15.7 %
Number of Cracker Barrel locations in comparable store base 663 659
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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 fourth quarter fiscal 2021 and fiscal 2022 adjusted operating income and earnings per share. In regards to fiscal 2021, this reconciliation excludes the gain on sale of assets from the sale and leaseback transaction that closed in the first quarter, non-cash amortization of the asset recognized from the gains on the sale and leaseback transactions, interest expense related to the termination of interest rate swaps and the convertible senior notes offering carried out in the fourth quarter, 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. 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. 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.

Fourth Quarter Ended July 29, 2022 Twelve Months Ended July 29, 2022
**** As Reported **** Adjustment (1) (2) **** As Adjusted **** As Reported Adjustments (1) (2) **** As Adjusted
Total Revenue $ 830,400 - $ 830,400 $ 3,267,786 - $ 3,267,786
Store operating expense 764,528 (3,184 ) 761,344 2,957,350 (12,735 ) 2,944,615
General and administrative expense 32,900 - 32,900 157,433 - 157,433
Operating income 32,972 3,184 36,156 153,003 12,735 165,738
Interest expense 2,620 - 2,620 9,620 - 9,620
Income before income taxes 30,352 3,184 33,536 143,383 12,735 156,118
Provision for income taxes (3,012 ) 748 (2,264 ) 11,503 2,992 14,495
Net income $ 33,364 $ 2,436 $ 35,800 $ 131,880 $ 9,743 $ 141,623
Earnings per share – basic $ 1.47 $ 0.11 $ 1.58 $ 5.69 $ 0.42 $ 6.11
Earnings per share – diluted $ 1.47 $ 0.10 $ 1.57 $ 5.67 $ 0.42 $ 6.09

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

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

Fourth Quarter Ended July 30, 2021 Twelve Months Ended July 30, 2021
As Reported Adjustment<br><br> (1) (2) (3) As Adjusted As Reported Adjustments<br><br> (1) (2) (4) (5) (6) As Adjusted
Total Revenue $ 784,405 - $ 784,405 $ 2,821,444 - $ 2,821,444
Store operating expense 684,789 (3,184 ) 681,605 2,524,682 (12,735 ) 2,511,947
General and administrative expense 36,948 - 36,948 147,825 (5,154 ) 142,671
Gain on sale and leaseback transactions - - - (217,722 ) 217,722 -
Operating income 62,668 3,184 65,852 366,659 (199,833 ) 166,826
Interest expense 24,964 (18,852 ) 6,112 56,108 (18,852 ) 37,256
Income before income taxes 37,704 22,036 59,740 310,551 (180,981 ) 129,570
Provision for income taxes 1,341 5,178 6,519 56,038 (48,582 ) 7,456
Net income $ 36,363 $ 16,858 $ 53,221 $ 254,513 $ (132,399 ) $ 122,114
Earnings per share – basic $ 1.54 $ 0.71 $ 2.25 $ 10.74 $ (5.59 ) $ 5.15
Earnings per share – diluted $ 1.53 $ 0.72 $ 2.25 $ 10.71 $ (5.57 ) $ 5.14

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

(2) Adjusted for interest expense related to the termination of swaps and the convertible senior notes offering

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

(4) Adjusted for proxy contest-related expenses

(5) Adjusted for the gain on sale of assets related to the sale and leaseback transaction

(6) Adjusted for the tax impacts of (1), (2), (4), and (5) above

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September 27, 2022

CRACKER BARREL OLD COUNTRYSTORE, 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 fourth quarter fiscal 2021 and 2022 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 believes that presentation of EBITDA provides investors with an enhanced understanding of the Company's operating performance and debt leverage metrics, 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.

Fourth Quarter<br> <br>Ended July 29, 2022 Twelve Months <br><br>Ended July 29, 2022
Net Income $ 33,364 $ 131,880
(+) Depreciation & Amortization 26,280 103,568
(+) Amortization of asset recognized from gain on sale and leaseback transactions 3,184 12,735
(+) Interest Expense 2,620 9,620
(+) Tax (Benefit) Expense (3,012 ) 11,503
EBITDA $ 62,436 $ 269,306
Fourth Quarter Ended <br><br>July 30, 2021 Twelve Months Ended<br><br> July 30, 2021
--- --- --- --- --- ---
Net Income $ 36,363 $ 254,513
(+) Depreciation & Amortization 27,672 108,604
(+) Amortization of asset recognized from gain on sale and leaseback transactions 3,184 12,735
(+) Interest Expense 24,964 56,108
(+) Tax Expense 1,341 56,038
EBITDA $ 93,524 $ 487,998
Adjustments
(-) Gain on sale and leaseback transaction - (217,722 )
(+) Proxy contest-related expenses - 5,154
Adjusted EBITDA $ 93,524 $ 275,430
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