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): March 4, 2026
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 March 4, 2026, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2026 second quarter results of operations and projected outlook of certain items for fiscal year 2026. 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 March 4, 2026 | |
| 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: March 4, 2026 | CRACKER BARREL OLD COUNTRY STORE, INC. | |
|---|---|---|
| By: | /s/ Richard M. Wolfson | |
| Name: | Richard M. Wolfson | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
| Investor Contact: | Adam Hanan |
|---|---|
| (615) 443-9887 | |
| Media Contact: | Heidi<br> Pearce |
| (615) 235-4135 |
CRACKER BARREL REPORTS SECOND QUARTER FISCAL2026 RESULTS AND UPDATES FISCAL 2026 OUTLOOK
LEBANON,Tenn. – March 4, 2026 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the second quarter of fiscal 2026 ended January 30, 2026.
Cracker Barrel President and Chief Executive Officer Julie Masino said, “Our disciplined focus on operational excellence is driving significant improvements in several key guest metrics, many of which serve as important leading traffic indicators. We have also taken additional actions to improve financial performance and remain confident that we are well-positioned to regain prior momentum.”
Second Quarter Fiscal 2026 Highlights
| · | Total revenue was $874.8 million. Compared to the prior year quarter, total revenue decreased 7.9%. | |||
|---|---|---|---|---|
| o | Compared to the prior year quarter, comparable store restaurant sales decreased 7.1% and comparable store<br>retail sales decreased 9.2%. | |||
| --- | --- | |||
| · | GAAP earnings per diluted share were $0.06, and adjusted^1^ earnings per diluted share were $0.25. | |||
| --- | --- | |||
| · | GAAP net income was $1.3 million compared to the prior year quarter GAAP net income of $22.2 million. | |||
| --- | --- | |||
| · | Adjusted EBITDA^1^ was $38.2 million, compared to the prior year quarter adjusted EBITDA^1^<br>of $74.6 million. | |||
| --- | --- | |||
| Second Quarter Ended | ||||
| --- | --- | --- | --- | --- |
| (In thousands, except per share amounts) | 1/30/26 | 1/31/25 | ||
| Revenue | $ | 874,817 | $ | 949,439 |
| GAAP net income | $ | 1,282 | $ | 22,207 |
| Adjusted net income^1^ | $ | 5,580 | $ | 30,921 |
| Adjusted EBITDA^1^ | $ | 38,162 | $ | 74,628 |
| GAAP earnings per share – diluted | $ | 0.06 | $ | 0.99 |
| Adjusted^1^ earnings per share – diluted | $ | 0.25 | $ | 1.38 |
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Balance Sheet & Capital Allocation
| · | The Company ended the second quarter with total debt of $531.5 million and a consolidated senior leverage<br>ratio^3^ of 0.3x. |
|---|---|
| · | During the Company’s third quarter the Company expects to record a net cash benefit of approximately<br>$46 million following the Company’s settlement of certain litigation matters. |
| --- | --- |
| · | The Company announced that its Board of Directors declared a quarterly dividend of $0.25 per share of<br>the Company’s common stock. The quarterly dividend is payable on May 13, 2026 to shareholders of record as of April 10,<br>2026. |
| --- | --- |
Fiscal 2026 Outlook
The Company provided the following updated outlook for fiscal 2026:
| · | Total revenue of $3.24 billion to $3.27 billion (vs. previous outlook of $3.2 billion to $3.3 billion) |
|---|---|
| · | Adjusted EBITDA^1^ of $85 million to $100 million^2^(vs. previous outlook of $70 million<br>to $110 million^2^) |
| --- | --- |
| · | Commodity inflation of 2.0% to 2.5% (vs. previous outlook of 2.5% to 3.5)% |
| --- | --- |
| · | Hourly wage inflation of 2.5% to 3.0% (vs. previous outlook of 3% to 4)% |
| --- | --- |
| · | Capital expenditures of $105 million to $115 million (vs. previous outlook of $110 million to $125 million) |
| --- | --- |
| · | 2 new Cracker Barrel stores (no change vs. previous outlook) |
| --- | --- |
***^1^***EBITDA, adjusted net income, adjusted EBITDA, and adjusted earnings per diluted share are non-GAAP financial measures. For definitionsof these non-GAAP measures and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures, please referto the Reconciliation of 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^1^because the Company believesit will be more useful to investors to evaluate the Company’s performance prior to the impact of depreciation, taxes, impairmentcharges, and other items that management believes are not reflective of the Company’s current operations. The Company is not ableto reconcile the forward-looking estimate of adjusted EBITDA^1^ set forth above to a forward-looking estimate of net income,the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts because the Company isunable to predict, forecast or determine the probable significance of certain items impacting these estimates, including interest expense,taxes, impairment charges and share-based compensation, with a reasonable degree of accuracy. Accordingly, the most directly comparableforward-looking GAAP estimate is not provided.
***^3^***Consolidated senior leverage is defined as total debt (other than subordinated debt and unsecured debt) divided by adjusted EBITDA^1^(as defined under our revolving credit facility).
Fiscal 2026 Second 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 5:00 p.m. (ET). The online replay will be available tomorrow and through March 18, 2026.
About Cracker Barrel Old Country Store^®^
Cracker Barrel Old Country Store, Inc. – rooted in a rich legacy of warmth, generosity, and tradition – is on a mission to bring the goodness of country hospitality to life. Since 1969, when the first store opened in Lebanon, Tenn., Cracker Barrel has been serving up abundant portions of craveable homestyle food and offering one-of-a-kind retail finds. With approximately 660 company-owned Cracker Barrel Old Country Store® locations in 43 states, and ownership of the fast-casual Maple Street Biscuit Company, the brand continues to honor its heritage while welcoming everyone with more than a meal. For more information, visit CrackerBarrel.com.
CBRL-F
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Exceptfor specific historical information, certain of the matters discussed in this press release may express or imply projections of itemssuch as revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance.These and similar statements regarding events or results that the Company expects will or may occur in the future are forward-lookingstatements concerning matters that involve risks, uncertainties and other factors which may cause the actual results and performance ofthe Company to differ materially from those expressed or implied by such forward-looking statements. All forward-looking information isprovided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated inthe context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-lookingterminology such as "trends," "assumptions," "target," "guidance," "outlook," "opportunity,""future," "plans," "goals," "objectives," "expectations," "near-term," "long-term,""projection," "may," "will," "would," "could," "expect," "intend,""estimate," "anticipate," "believe," "potential," "regular," "should," "projects,""forecasts," or "continue" (or the negative or other derivatives of each of these terms) or similar terminology. TheCompany believes that the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions couldbe inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements.In addition to the risks of ordinary business operations, factors and risks that may result in actual results differing from this forward-lookinginformation include, but are not limited to risks and uncertainties associated with inflationary conditions with respect to the priceof 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 barriersor other changes in trade policy) on our business; the Company’s ability to manage retail inventory and merchandise mix; the Company’sability to sustain or the effects of plans intended to improve operational or marketing execution and performance or liquidity*;the impact of adverse or extreme weather events on sales and customer travel; the effects of increased competition at the Company’slocations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicity or changes in consumerhealth or dietary trends or safety aspects of the Company’s food or products or those of the restaurant industry in general, includingconcerns about outbreaks of infectious disease as well as the possible effects of such events on the price or availability of ingredientsused in our restaurants; the effects of the Company’s indebtedness and associated restrictions on the Company’s financialand operating flexibility and ability to execute or pursue its operating plans and objectives; changes in interest rates, increases inborrowed capital or capital market conditions affecting the Company’s financing costs and ability to refinance its indebtedness,in whole or in part; the Company’s reliance on a single distribution facility and certain significant vendors, particularly forforeign-sourced retail products; information technology disruptions and data privacy and information security breaches, whether as a resultof infrastructure failures, employee or vendor errors or actions of third parties; the Company’s compliance with privacy and dataprotection laws; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affectingtax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual results of pending, future or threatenedlitigation or governmental investigations; or the Company’s ability to manage the impact of negative social media attention andthe costs and effects of negative publicity; the impact of activist shareholders; the Company’s ability to achieve aspirations,goals and projections related to its sustainability initiatives; the Company’s ability to enter successfully into new geographicmarkets that may be less familiar to it; changes in land, building materials and construction costs; the availability and cost of suitablesites for restaurant development and the Company’s ability to 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 performanceof acquired businesses, strategic investments and other initiatives that the Company may pursue from time to time; the effects of businesstrends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; general or regionaleconomic weakness, business and societal conditions; discretionary income or personal expenditure activity of the Company’s customers;implementation of 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 thedate on which made. The Company expressly disclaims any intent, obligation or undertaking to update or revise any forward-looking statementsmade herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstanceson which any such statements are based.*
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CRACKER BARREL OLD COUNTRY STORE, INC.
CONDENSED CONSOLIDATED INCOME STATEMENT
(Unaudited)
(In thousands, except share and per share amounts,percentages and ratios)
| Second Quarter Ended | Six Months Ended | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1/30/26 | 1/31/25 | PercentageChange | 1/30/26 | 1/31/25 | Percentage Change | ||||||||||||
| Total revenue | $ | 874,817 | $ | 949,439 | (8 | )% | $ | 1,672,005 | $ | 1,794,528 | (7 | )% | |||||
| Cost of goods sold (exclusive of depreciation & rent) | 292,660 | 309,832 | (6 | ) | 541,065 | 568,733 | (5 | ) | |||||||||
| Labor and other related expenses | 315,725 | 326,336 | (3 | ) | 617,027 | 633,561 | (3 | ) | |||||||||
| Other store operating expenses | 217,503 | 220,025 | (1 | ) | 446,348 | 431,573 | 3 | ||||||||||
| General and administrative expenses | 48,048 | 61,672 | (22 | ) | 96,008 | 121,316 | (21 | ) | |||||||||
| Impairment and store closing costs | 418 | 2,451 | (83 | ) | 3,891 | 3,151 | 23 | ||||||||||
| Operating income (loss) | 463 | 29,123 | (98 | ) | (32,334 | ) | 36,194 | (189 | ) | ||||||||
| Interest expense | 4,033 | 4,978 | (19 | ) | 7,757 | 10,800 | (28 | ) | |||||||||
| Income (loss) before income taxes | (3,570 | ) | 24,145 | (115 | ) | (40,091 | ) | 25,394 | (258 | ) | |||||||
| Provision for income taxes (income tax benefit) | (4,852 | ) | 1,938 | (350 | ) | (16,751 | ) | (1,657 | ) | (911 | ) | ||||||
| Net income (loss) | $ | 1,282 | $ | 22,207 | (94 | ) | $ | (23,340 | ) | $ | 27,051 | (186 | ) | ||||
| Earnings (loss) per share – Basic: | $ | 0.06 | $ | 1.00 | (94 | ) | $ | (1.05 | ) | $ | 1.22 | (186 | ) | ||||
| Earnings (loss) per share – Diluted: | $ | 0.06 | $ | 0.99 | (94 | ) | $ | (1.05 | ) | $ | 1.21 | (187 | ) | ||||
| Weighted average shares: | |||||||||||||||||
| Basic | 22,345,041 | 22,258,289 | 0 | 22,317,016 | 22,238,013 | 0 | |||||||||||
| Diluted | 22,461,839 | 22,456,421 | 0 | 22,317,016 | 22,423,335 | (0 | ) | ||||||||||
| Ratio Analysis | |||||||||||||||||
| Total revenue: | |||||||||||||||||
| Restaurant | 79.4 | % | 79.0 | % | 80.4 | % | 79.9 | % | |||||||||
| Retail | 20.6 | 21.0 | 19.6 | 20.1 | |||||||||||||
| Total revenue | 100.0 | 100.0 | 100.0 | 100.0 | |||||||||||||
| Cost of goods sold (exclusive of depreciation & rent) | 33.5 | 32.6 | 32.4 | 31.7 | |||||||||||||
| Labor and other related expenses | 36.1 | 34.4 | 36.9 | 35.3 | |||||||||||||
| Other store operating expenses | 24.8 | 23.2 | 26.7 | 24.0 | |||||||||||||
| General and administrative expenses | 5.5 | 6.5 | 5.7 | 6.8 | |||||||||||||
| Impairment and store closing costs | 0.0 | 0.2 | 0.2 | 0.2 | |||||||||||||
| Operating income (loss) | 0.1 | 3.1 | (1.9 | ) | 2.0 | ||||||||||||
| Interest expense | 0.5 | 0.6 | 0.5 | 0.6 | |||||||||||||
| Income (loss) before income taxes | (0.4 | ) | 2.5 | (2.4 | ) | 1.4 | |||||||||||
| Provision for income taxes (income tax benefit) | (0.5 | ) | 0.2 | (1.0 | ) | (0.1 | ) | ||||||||||
| Net income (loss) | 0.1 | % | 2.3 | % | (1.4 | )% | 1.5 | % |
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CRACKER BARREL OLD COUNTRY STORE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited and in thousands, except share amounts)
| 1/30/26 | 1/31/25 | |||
|---|---|---|---|---|
| Assets | ||||
| Cash and cash equivalents | $ | 8,571 | $ | 10,346 |
| Accounts receivable | 35,353 | 38,018 | ||
| Inventories | 180,342 | 172,988 | ||
| Prepaid expenses and other current assets | 59,477 | 58,906 | ||
| Property and equipment, net | 961,460 | 969,790 | ||
| Operating lease right-of-use assets, net | 780,952 | 829,146 | ||
| Intangible assets | 24,325 | 24,387 | ||
| Other assets | 53,332 | 45,976 | ||
| Total assets | $ | 2,103,812 | $ | 2,149,557 |
| Liabilities and Shareholders’ Equity | ||||
| Accounts payable | $ | 126,250 | $ | 143,161 |
| Current portion of long-term debt | 149,625 | 75 | ||
| Other current liabilities | 305,134 | 311,004 | ||
| Long-term debt | 381,839 | 471,465 | ||
| Long-term operating lease liabilities | 618,610 | 655,669 | ||
| Other long-term obligations | 96,527 | 107,268 | ||
| Shareholders’ equity, net | 425,827 | 460,915 | ||
| Total liabilities and shareholders’ equity | $ | 2,103,812 | $ | 2,149,557 |
| Common shares issued and outstanding | 22,350,789 | 22,263,481 |
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CRACKER BARREL OLD COUNTRY STORE, INC.
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
(Unaudited and in thousands)
| Six Months Ended | ||||||
|---|---|---|---|---|---|---|
| 1/30/26 | 1/31/25 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | (23,340 | ) | $ | 27,051 | |
| Depreciation and amortization | 60,722 | 59,388 | ||||
| Amortization of debt issuance costs | 1,329 | 884 | ||||
| Loss on disposition of property and equipment | 4,239 | 4,246 | ||||
| Impairment | 418 | 2,863 | ||||
| Share-based compensation | 639 | 6,505 | ||||
| Noncash lease expense | 30,498 | 30,436 | ||||
| Amortization of asset recognized from gain on sale and leaseback transaction | 6,368 | 6,368 | ||||
| Decrease in inventories | 243 | 7,970 | ||||
| Decrease in accounts payable | (43,598 | ) | (19,127 | ) | ||
| Net changes in other assets and liabilities | (39,687 | ) | (32,891 | ) | ||
| Net cash (used) provided by operating activities | (2,169 | ) | 93,693 | |||
| Cash flows from investing activities: | ||||||
| Purchase of property and equipment, net of insurance recoveries | (60,747 | ) | (76,986 | ) | ||
| Proceeds from sale of property and equipment | 234 | 894 | ||||
| Net cash used in investing activities | (60,513 | ) | (76,092 | ) | ||
| Cash flows from financing activities: | ||||||
| Net (payments) proceeds from long-term debt | 45,500 | (6,000 | ) | |||
| Taxes withheld from issuance of share-based compensation awards | (1,934 | ) | (1,379 | ) | ||
| Dividends on common stock | (11,956 | ) | (11,911 | ) | ||
| Net cash (used) provided by financing activities | 31,610 | (19,290 | ) | |||
| Net decrease in cash and cash equivalents | (31,072 | ) | (1,689 | ) | ||
| Cash and cash equivalents, beginning of period | 39,643 | 12,035 | ||||
| Cash and cash equivalents, end of period | $ | 8,571 | $ | 10,346 |
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| Second Quarter Ended | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1/30/26 | 1/31/25 | |||||||
| Company-owned units opened during quarter: | ||||||||
| Cracker Barrel | 0 | 0 | ||||||
| Maple Street Biscuit Company | 0 | 0 | ||||||
| Company-owned units closed during quarter: | ||||||||
| Cracker Barrel | 0 | 1 | ||||||
| Maple Street Biscuit Company | 0 | 0 | ||||||
| Company-owned units in operation at end of quarter: | ||||||||
| Cracker Barrel | 656 | 657 | ||||||
| Maple Street Biscuit Company | 54 | 69 | ||||||
| Total stores at end of period | 710 | 726 | ||||||
| Second Quarter Ended | Six Months Ended | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1/30/26 | 1/31/25 | 1/30/26 | 1/31/25 | |||||
| Total revenue*: (In thousands) | ||||||||
| Restaurant | $ | 680,363 | $ | 733,303 | $ | 1,315,204 | $ | 1,399,736 |
| Retail | 180,407 | 198,757 | 326,933 | 360,357 | ||||
| Total revenue | $ | 860,770 | $ | 932,060 | $ | 1,642,137 | $ | 1,760,093 |
| Cost of goods sold* (exclusive of depreciation and rent): (In thousands) | ||||||||
| Restaurant | $ | 186,398 | $ | 199,243 | $ | 355,319 | $ | 373,326 |
| Retail | 102,417 | 106,222 | 177,695 | 186,669 | ||||
| Total cost of goods sold | $ | 288,815 | $ | 305,465 | $ | 533,014 | $ | 559,995 |
| Average unit volume*: (In thousands) | ||||||||
| Restaurant | $ | 1,037.1 | $ | 1,116.2 | $ | 2,003.6 | $ | 2,128.9 |
| Retail | 275.0 | 302.5 | 498.0 | 548.0 | ||||
| Total | $ | 1,312.1 | $ | 1,418.7 | $ | 2,501.6 | $ | 2,676.9 |
| Operating weeks*: | 8,528 | 8,541 | 17,067 | 17,095 |
Note*: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company.
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CRACKERBARREL 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 adjusted net income (loss) and adjusted earnings (loss) per share. The Company defines adjusted net income (loss) as net income (loss), 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 and 2025 annual meeting of shareholders, (iii) expenses associated with the Company’s strategic transformation initiative, (iv) a corporate restructuring charge that includes consulting fees related to business model improvement and severance related to a reduction in headcount, (v) a gain on extinguishment of debt related to the Company’s repurchase of $150 million aggregate principal amount of its 0.625% convertible senior notes due June 2026, (vi) store closing costs associated with MSBC reorganization, and (vii) 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 (loss) margin by dividing adjusted net income (loss) by consolidated GAAP revenue. The Company calculates adjusted net income (loss) per share by dividing adjusted net income (loss) by weighted average shares outstanding for the applicable period. This information is not intended to be considered in isolation or as a substitute for net income (loss) or earnings (loss) per share information prepared in accordance with GAAP.
| Second Quarter Ended | Six Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1/30/26 | Margin | 1/31/25 | Margin | 1/30/26 | Margin | 1/31/25 | Margin | |||||||||||||||||
| Revenue | $ | 874,817 | 100 | % | $ | 949,439 | 100 | % | $ | 1,672,005 | 100 | % | $ | 1,794,528 | 100 | % | ||||||||
| GAAP net income (loss) | 1,282 | 0.1 | 22,207 | 2.3 | (23,340 | ) | (1.4 | ) | 27,051 | 1.5 | ||||||||||||||
| Strategic transformation initiative expenses | 0 | 0.0 | 3,965 | 0.4 | 0 | 0.0 | 7,263 | 0.4 | ||||||||||||||||
| Impairment and store closing costs | 418 | 0.0 | 2,163 | 0.2 | 418 | 0.0 | 2,863 | 0.2 | ||||||||||||||||
| Store closing costs associated with MSBC reorganization | 0 | 0.0 | 0 | 0.0 | 3,095 | 0.2 | 0 | 0.0 | ||||||||||||||||
| Proxy contest expenses | 2,633 | 0.3 | 5,263 | 0.6 | 4,072 | 0.2 | 8,220 | 0.5 | ||||||||||||||||
| Corporate restructuring charge | 2,568 | 0.3 | 0 | 0.0 | 8,743 | 0.5 | 0 | 0.0 | ||||||||||||||||
| Tax impacts of the foregoing | (1,321 | ) | (0.2 | ) | (2,677 | ) | (0.3 | ) | (3,837 | ) | (0.2 | ) | (4,311 | ) | (0.2 | ) | ||||||||
| Adjusted net income (loss) | $ | 5,580 | 0.6 | % | $ | 30,921 | 3.3 | % | $ | (10,849 | ) | (0.6 | )% | $ | 41,086 | 2.3 | % | |||||||
| GAAP Earnings (loss) per share - basic | $ | 0.06 | $ | 1.00 | $ | (1.05 | ) | $ | 1.22 | |||||||||||||||
| GAAP Earnings (loss) per share - diluted | $ | 0.06 | $ | 0.99 | $ | (1.05 | ) | $ | 1.21 | |||||||||||||||
| Adjusted Earnings (loss) per share - basic | $ | 0.25 | $ | 1.39 | $ | (0.49 | ) | $ | 1.85 | |||||||||||||||
| Adjusted Earnings (loss) per share - diluted | $ | 0.25 | $ | 1.38 | $ | (0.49 | ) | $ | 1.83 | |||||||||||||||
| Weighted average shares - basic | 22,345,041 | 22,258,289 | 22,317,016 | 22,238,013 | ||||||||||||||||||||
| Weighted average shares - diluted | 22,461,839 | 22,456,421 | 22,317,016 | 22,423,335 |
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CRACKERBARREL 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 (loss), 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 and 2025 annual meeting of shareholders, (iv) expenses associated with the Company’s strategic transformation initiative, (v) a corporate restructuring charge that includes consulting fees related to business model improvement and severance related to a reduction in headcount, (vi) a gain on extinguishment of debt related to the Company’s repurchase of $150 million aggregate principal amount of its 0.625% convertible senior notes due June 2026, and (vii) store closing costs associated with MSBC reorganization. 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 (loss), 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 (loss) or net income (loss) margin prepared in accordance with GAAP.
| Second Quarter Ended<br> 1/30/26 | Margin | Six Months Ended<br> 1/30/26 | Margin | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | $ | 874,817 | 100 | % | $ | 1,672,005 | 100 | % | ||||
| GAAP Net income | 1,282 | 0.1 | (23,340 | ) | (1.4 | ) | ||||||
| (+) Depreciation & amortization | 30,520 | 3.5 | 60,722 | 3.6 | ||||||||
| (+) Interest expense | 4,033 | 0.5 | 7,757 | 0.5 | ||||||||
| (+) Tax expense (tax benefit) | (4,852 | ) | (0.6 | ) | (16,751 | ) | (1.0 | ) | ||||
| EBITDA | $ | 30,983 | 3.5 | % | $ | 28,388 | 1.7 | % | ||||
| Adjustments | ||||||||||||
| (+) Share-based compensation | 1,560 | 0.2 | 639 | 0.0 | ||||||||
| (+) Impairment | 418 | 0.0 | 418 | 0.0 | ||||||||
| (+) Store closing costs associated with MSBC reorganization | 0 | 0.0 | 3,095 | 0.2 | ||||||||
| (+) Proxy contest expenses | 2,633 | 0.3 | 4,072 | 0.2 | ||||||||
| (+) Corporate restructuring charge | 2,568 | 0.3 | 8,743 | 0.5 | ||||||||
| Adjusted EBITDA | $ | 38,162 | 4.4 | % | $ | 45,355 | 2.7 | % | ||||
| Second Quarter Ended<br> 1/31/25 | Margin | Six Months Ended<br> 1/31/25 | Margin | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Revenue | $ | 949,439 | 100 | % | $ | 1,794,528 | 100 | % | ||||
| GAAP Net income | 22,207 | 2.3 | 27,051 | 1.5 | ||||||||
| (+) Depreciation & amortization | 30,234 | 3.2 | 59,388 | 3.3 | ||||||||
| (+) Interest expense | 4,978 | 0.6 | 10,800 | 0.6 | ||||||||
| (+) Tax expense (tax benefit) | 1,938 | 0.2 | (1,657 | ) | (0.1 | ) | ||||||
| EBITDA | 59,357 | 6.3 | % | $ | 95,582 | 5.3 | % | |||||
| Adjustments | ||||||||||||
| (+) Share-based compensation | 3,880 | 0.4 | 6,506 | 0.4 | ||||||||
| (+) Impairment | 2,163 | 0.2 | 2,863 | 0.2 | ||||||||
| (+) Proxy contest expenses | 5,263 | 0.6 | 8,220 | 0.5 | ||||||||
| (+) Strategic transformation initiative expenses | 3,965 | 0.4 | 7,263 | 0.4 | ||||||||
| Adjusted EBITDA | $ | 74,628 | 7.9 | % | $ | 120,434 | 6.7 | % |
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