8-K

CRACKER BARREL OLD COUNTRY STORE, INC (CBRL)

8-K 2024-09-19 For: 2024-09-19
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 19, 2024

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

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

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which <br><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 September 19, 2024, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2024 full year and fourth quarter results of operations and 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 Store, Inc. dated September 19, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:<br>September 19, 2024 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<br> Hanan
(615) 443-9887
Media Contact: Heidi Pearce
(615) 235-4135

CRACKER BARREL REPORTS FOURTH QUARTER FISCAL2024 RESULTS

LEBANON, Tenn.September 19, 2024 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq: CBRL) today reported its financial results for the fourth quarter of fiscal 2024 ended August 2, 2024. In 2024, the fourth quarter and fiscal year included an additional operating week (“53^rd^ week”) compared to fiscal 2023.

Fourth Quarter Fiscal 2024 Highlights

· The<br> Company reported total revenue of $894.4 million for the fourth quarter of fiscal 2024, representing<br> an increase of 6.9% compared to prior year quarter total revenue of $836.7 million. Total<br> revenue for the fourth quarter of fiscal 2024 includes a benefit of $62.8 million related<br> to the 53^rd^ week.
o Comparable<br> store restaurant sales increased 0.4% over the prior year quarter while comparable store<br> retail sales decreased 4.2%.
--- ---
· GAAP<br> earnings per diluted share were $0.81, and adjusted^1^ earnings per diluted<br> share were $0.98. GAAP earnings per diluted share and adjusted earnings per diluted share<br> in the current year quarter include a benefit of $0.25 related to the 53^rd^ week.
--- ---
· GAAP<br> net income for the fourth quarter was $18.1 million, or 2.0% of total revenue, and adjusted<br> EBITDA^1^ was $57.4 million, or 6.4% of total revenue. GAAP net income and adjusted<br> EBITDA^1^ include a benefit of $5.5 million and $5.8 million related to the 53^rd^week, respectively.

Commenting on the fourth quarter and full year results, Cracker Barrel President and Chief Executive Officer Julie Masino said, “Our teams are highly engaged and intently focused on executing our strategic transformation and our day-to-day business at a high level. We are already making great progress and are encouraged by the initial results of key initiatives such as operational excellence and the guest experience, optimized pricing, and our remodel program. Although there is much work to be done, I am both excited and confident in our future.”

Fourth Quarter Fiscal 2024 Results

Revenue

The Company reported total revenue of $894.4 million for the fourth quarter of fiscal 2024, representing an increase of 6.9% compared to prior year quarter total revenue of $836.7 million. Total revenue for the fourth quarter of fiscal 2024 includes a benefit of $62.8 million related to the 53^rd^ week.

Cracker Barrel comparable store restaurant sales increased 0.4%, including total menu pricing increases of 4.2%. Comparable store retail sales decreased 4.2% from the prior year quarter.

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Cracker Barrel Reports Fourth Quarter Fiscal 2024 Results

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September 19, 2024

Net Income, EBITDA, and Earnings per DilutedShare

GAAP net income for the fourth quarter was $18.1 million, or 2.0% of total revenue, as compared to prior year fourth quarter GAAP net income of $37.5 million, or 4.5% of total revenue. Adjusted^1^net income for the fourth quarter was $22.0 million, or 2.5% of total revenue, as compared to prior year quarter adjusted^1^ net income of $37.5 million, or 4.5% of total revenue. GAAP and adjusted net income in the current year quarter include a benefit of $5.5 million related to the 53^rd^ week.

Adjusted EBITDA^1^ was $57.4 million, or 6.4% of total revenue, as compared to prior year quarter adjusted EBITDA^1^ of $70.4 million, or 8.4% of total revenue. Adjusted EBITDA^1^ in the current year quarter includes a benefit of $5.8 million related to the 53^rd^ week.

GAAP earnings per diluted share for the fourth quarter were $0.81, as compared to prior year fourth quarter GAAP earnings per diluted share of $1.68. Adjusted^1^ earnings per diluted share were $0.98, a 42% decrease compared to the prior year quarter adjusted^1^earnings per diluted share of $1.68. GAAP and adjusted^1^ earnings per diluted share in the current year quarter include a benefit of $0.25 related to the 53^rd^ week.

Quarterly Dividend Declaration

The Company announced that its Board of Directors declared a quarterly dividend of $0.25 per share on the Company's common stock. The quarterly dividend is payable on November 13, 2024 to shareholders of record as of October 18, 2024.

Fiscal 2024 Results

Revenue

The Company reported total revenue of $3.47 billion for fiscal 2024, representing an increase of 0.8% compared to fiscal 2023 total revenue of $3.44 billion. Total revenue in fiscal 2024 includes a benefit of $62.8 million related to the 53^rd^ week.

Cracker Barrel comparable store restaurant sales decreased 0.1%, including total menu pricing increases of 4.9%. Comparable store retail sales decreased 5.5% from the prior year.

Net Income, EBITDA, and Earnings per DilutedShare

GAAP net income for fiscal 2024 was $40.9 million, or 1.2% of total revenue, as compared to prior year GAAP net income of $99.1 million, or 2.9% of total revenue. Adjusted^1^net income for the fiscal year was $78.5 million, or 2.3% of total revenue, as compared to prior year adjusted^1^ net income of $112.1 million, or 3.3% of total revenue. Adjusted^1^net income in fiscal 2024 includes a benefit of $5.5 million related to the 53^rd^ week.

Adjusted EBITDA^1^ was $211.6 million, or 6.1% of total revenue, as compared to prior year adjusted EBITDA^1^ of $251.2 million, or 7.3% of total revenue. Adjusted EBITDA^1^ in the current year includes a benefit of $5.8 million related to the 53^rd^ week.

GAAP earnings per diluted share for fiscal 2024 were $1.83, as compared to prior year GAAP earnings per diluted share of $4.45. Adjusted^1^earnings per diluted share were $3.52, a 30% decrease compared to prior year adjusted^1^ earnings per diluted share of $5.04. GAAP and adjusted^1^ earnings per diluted share in the current year include a benefit of $0.25 related to the 53^rd^week.

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September 19, 2024

Fiscal 2025 Outlook

The Company provided the following outlook for fiscal 2025:

· Total<br> revenue of $3.4 billion to $3.5 billion
· 2<br> new Cracker Barrel stores and 3 to 4 new Maple Street Biscuit Company units
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· Commodity<br> inflation of 2% to 3% compared to the prior year
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· Hourly<br> wage inflation of 3% to 4% compared to the prior year
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· Adjusted<br> EBITDA^1^ of $200 million to $215 million
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· Capital<br> expenditures of $160 million to $180 million
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The Company reminds investors that its outlook reflects a number of assumptions, many of which are outside the Company’s control. In particular, uncertainties created by macroeconomic conditions, such as ongoing inflation, low consumer confidence and high interest rates may adversely affect consumer behavior and cause actual results to differ materially from those expected.

***^1^***Adjusted net income, adjusted EBITDA and adjusted earnings per diluted share, as well as the 53^rd^week impact of these items, are non-GAAP financial measures. For definitions of these non-GAAP measures and reconciliations of thesenon-GAAP measures to the most directly comparable GAAP measures, please refer to the Reconciliation of GAAP-Basis Operating Results toNon-GAAP Operating Results section of this release.

***^2^***The Company provides guidance focused on adjusted EBITDA because the Company believes it will be more usefulto investors to evaluate the Company’s performance prior to the impact of depreciation (given the expected increase in investmentsand the resulting higher expected depreciation expense), taxes, closure and 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 ofcertain 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 directly comparable forward-looking GAAP estimate is not provided.

Fiscal 2024 Fourth 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 October 3, 2024.

AboutCracker Barrel 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 44 states and own the fast-casual Maple Street Biscuit Company. For more information about the company, visit www.crackerbarrel.com.

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September 19, 2024

CBRL-F

Except for specific historical information, certain of the mattersdiscussed in this press release may express or imply projections of items such as revenues or expenditures, statements of plans and objectivesor future operations or statements of future economic performance. These and similar statements regarding events or results that theCompany expects will or may occur in the future are forward-looking statements concerning matters that involve risks, uncertainties andother factors which may cause the actual results and performance of the Company to differ materially from those expressed or impliedby such forward-looking statements. All forward-looking information is provided pursuant to the safe harbor established under the PrivateSecurities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-lookingstatements 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 thatthe assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore,actual results may differ materially from those projected in or implied by the forward-looking statements. In addition to the risks ofordinary business operations, factors and risks that may result in actual results differing from this forward-looking information include,but are not limited to 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; the Company’s abilityto manage retail inventory and merchandise mix; the Company’s ability to sustain or the effects of plans intended to improve operationalor marketing execution and performance, including the Company’s strategic transformation plan; the effects of increased competitionat the Company’s locations on sales and on labor recruiting, cost, and retention; consumer behavior based on negative publicityor changes in consumer health or dietary trends or safety aspects of the Company’s food or products or those of the restaurantindustry in general, including concerns about outbreaks of infectious disease; the effects of the Company’s indebtedness and associatedrestrictions on the Company’s financial and operating flexibility and ability to execute or pursue its operating plans and objectives;changes in interest rates, increases in borrowed capital or capital market conditions affecting the Company’s financing costs andability to refinance its indebtedness, in whole or in part; the Company’s reliance on a single distribution facility and certainsignificant vendors, particularly for foreign-sourced retail products; information technology disruptions and data privacy and informationsecurity breaches, whether as a result of infrastructure failures, employee or vendor errors or actions of third parties; the Company’scompliance with privacy and data protection laws; changes in or implementation of additional governmental or regulatory rules, regulationsand interpretations affecting tax, health and safety, animal welfare, pensions, insurance or other undeterminable areas; the actual resultsof pending, future or threatened litigation or governmental investigations; or the Company’s ability to manage the impact of negativesocial media attention and the costs and effects of negative publicity; the impact of activist shareholders; the Company’s abilityto achieve aspirations, goals and projections related to its environmental, social and governance initiatives; the Company’s abilityto enter successfully into new geographic markets that may be less familiar to it; changes in land, building materials and constructioncosts; the availability and cost of suitable sites 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 hourlyand management employees; uncertain performance of acquired businesses, strategic investments and other initiatives that the Companymay pursue from time to time; the effects of business trends on the outlook for individual restaurant locations and the effect on thecarrying value of those locations; general or regional economic weakness, business and societal conditions and the weather impact onsales and customer travel; discretionary income or personal expenditure activity of the Company’s customers; implementation ofnew 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.

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September 19, 2024

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
8/2/2024 7/28/2023 Percentage<br> Change 8/2/2024 7/28/2023 Percentage<br><br> Change
Total revenue $ 894,387 $ 836,732 7 % $ 3,470,762 $ 3,442,808 1 %
Cost of goods sold (exclusive of depreciation & rent) 272,151 257,331 6 1,087,631 1,127,617 (4 )
Labor and other related expenses 335,121 305,111 10 1,271,555 1,208,669 5
Other store operating expenses 213,632 195,368 9 831,763 797,815 4
General and administrative expenses 51,267 37,576 36 207,062 174,091 19
Impairment and store closing costs 0 109 (100 ) 22,942 13,999 64
Goodwill impairment 0 0 4,690 0
Operating income 22,216 41,237 (46 ) 45,119 120,617 (63 )
Interest expense 5,741 4,530 27 20,933 17,006 23
Income before income taxes 16,475 36,707 (55 ) 24,186 103,611 (77 )
Provision for income taxes (income tax benefit) (1,664 ) (755 ) (120 ) (16,744 ) 4,561 (467 )
Net<br> income $ 18,139 $ 37,462 (52 ) $ 40,930 $ 99,050 (59 )
Earnings per share – Basic: $ 0.82 $ 1.69 (51 ) $ 1.84 $ 4.47 (59 )
Earnings per share – Diluted: $ 0.81 $ 1.68 (52 ) $ 1.83 $ 4.45 (59 )
Weighted average shares:
Basic 22,202,464 22,152,445 0 22,191,961 22,167,875 0
Diluted 22,354,013 22,262,598 0 22,319,894 22,265,399 0
Ratio Analysis
Total revenue:
Restaurant 81.8 % 81.2 % 80.5 % 79.6 %
Retail 18.2 18.8 19.5 20.4
Total revenue 100.0 100.0 100.0 100.0
Cost of goods sold (exclusive of depreciation & rent) 30.4 30.8 31.3 32.8
Labor and other related expenses 37.5 36.5 36.6 35.1
Other store operating expenses 23.9 23.3 24.0 23.2
General and administrative expenses 5.7 4.5 6.0 5.0
Impairment and store closing costs 0.0 0.0 0.7 0.4
Goodwill impairment 0.0 0.0 0.1 0.0
Operating income 2.5 4.9 1.3 3.5
Interest expense 0.7 0.5 0.6 0.5
Income before income taxes 1.8 4.4 0.7 3.0
Provision for income taxes (income tax benefit) (0.2 ) (0.1 ) (0.5 ) 0.1
Net income 2.0 % 4.5 % 1.2 % 2.9 %
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September 19, 2024

CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited and in thousands, except share amounts)

8/2/24 7/28/23
Assets
Cash and cash equivalents $ 12,035 $ 25,147
Accounts receivable 39,204 30,446
Inventories 180,958 189,364
Prepaid expenses and other current assets 46,017 37,330
Property and equipment, net 959,821 971,945
Operating lease right-of-use assets, net 850,835 889,306
Goodwill 0 4,690
Intangible assets 24,425 23,426
Other assets 48,199 46,440
Total assets $ 2,161,494 $ 2,218,094
Liabilities and Shareholders’ Equity
Accounts payable $ 162,288 $ 165,484
Other current liabilities 291,919 323,482
Long-term debt 476,581 414,904
Long-term operating lease liabilities 675,993 702,413
Other long-term obligations 114,564 127,986
Shareholders’ equity, net 440,149 483,825
Total liabilities and shareholders’ equity $ 2,161,494 $ 2,218,094
Common shares issued and outstanding 22,203,043 22,153,625
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September 19, 2024

CRACKER BARREL OLD COUNTRY STORE, INC. CONDENSED CONSOLIDATED CASH FLOW STATEMENT (Unaudited and in thousands)

Twelve Months Ended
8/2/24 7/28/23
Cash flows from operating activities:
Net income $ 40,930 $ 99,050
Depreciation and amortization 111,746 104,485
Amortization of debt issuance costs 1,752 1,730
Loss on disposition of property and equipment 9,143 6,600
Impairment 17,448 11,692
Goodwill impairment 4,690 0
Share-based compensation 10,298 9,045
Noncash lease expense 59,523 59,767
Amortization of asset recognized from gain on sale and leaseback transaction 12,735 12,735
Decrease in inventories 8,406 23,885
Decrease in accounts payable (3,196 ) (4,387 )
Net changes in other assets and liabilities (104,495 ) (74,145 )
Net cash provided by operating activities 168,980 250,457
Cash flows from investing activities:
Purchase of property and equipment, net of insurance recoveries (127,461 ) (125,387 )
Proceeds from sale of property and equipment 3,134 1,068
Net cash used in investing activities (124,327 ) (124,319 )
Cash flows from financing activities:
Net proceeds (payments) under long-term debt 59,925 (10,124 )
Taxes withheld from issuance of share-based compensation awards (1,608 ) (2,448 )
Purchases and retirement of common stock 0 (17,449 )
Dividends on common stock (116,082 ) (116,075 )
Net cash used in financing activities (57,765 ) (146,096 )
Net decrease in cash and cash equivalents (13,112 ) (19,958 )
Cash and cash equivalents, beginning of period 25,147 45,105
Cash and cash equivalents, end of period $ 12,035 $ 25,147
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September 19, 2024

CRACKER BARREL OLD COUNTRY STORE, INC.

SupplementalInformation

(Unaudited)

Fourth Quarter Ended
8/2/24 7/28/23
Net Change in Company-Owned Stores During Quarter:
Cracker Barrel 0 (1 )
Maple Street Biscuit Company 3 3
Company-Owned Stores in Operation at End of Quarter:
Cracker Barrel 658 660
Maple Street Biscuit Company 66 59
Fourth Quarter Ended Twelve Months Ended
--- --- --- --- --- --- --- --- ---
8/2/24 7/28/23 8/2/24 7/28/23
Total revenue*: (In thousands)
Restaurant $ 713,018 $ 663,265 $ 2,726,627 $ 2,678,685
Retail 162,728 157,405 675,709 701,563
Total revenue $ 875,746 $ 820,670 $ 3,402,336 $ 3,380,248
Cost of goods sold* (exclusive of depreciation and rent): (In thousands)
Restaurant $ 185,917 $ 176,790 $ 726,470 $ 754,131
Retail 81,568 76,717 343,998 358,054
Total cost of goods sold $ 267,485 $ 253,507 $ 1,070,468 $ 1,112,185
Average store volume*: (In thousands)
Restaurant $ 1,083.6 $ 1,004.9 $ 4,133.0 $ 4,040.2
Retail 247.3 238.5 1,024.3 1,058.2
Total $ 1,330.9 $ 1,243.4 $ 5,157.3 $ 5,098.4
Operating weeks*: 9,212 8,580 34,965 34,476

Note*: This information is for Cracker Barrel stores only and excludes Maple Street Biscuit Company. The fourth quarter and twelve months ended 8/2/24 include a 14^th^ and 53^rd^ week, respectively.

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September 19, 2024

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 fourth quarter fiscal 2023 and fiscal 2024 adjusted net income and earnings per share, as well as the 53^rd^ week impact of these items. 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 store closing costs, (ii) expenses related to the proxy contest and settlement in connection with the Company’s 2022 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 and presenting the 53^rd^ week impact of 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.

Fourth Quarter<br><br> Ended 8/2/24 Margin 53rd Week<br><br> Impact Fourth Quarter<br><br> Ended 7/28/23 Margin
Revenue $ 894,387 100.0 % $ 62,800 $ 836,732 100.0 %
GAAP Net Income $ 18,139 2.0 % $ 5,498 $ 37,462 4.5 %
Expenses related to the Company’s CEO transition 0 0.0 % 0 0 0.0 %
Expenses associated with a strategic transformation initiative 5,057 0.6 % 0 0 0.0 %
Employee benefits policy change 0 0.0 % 0 0 0.0 %
Corporate restructuring charge 0 0.0 % 0 0 0.0 %
Expenses related to the proxy contest and settlement in connection with the Company’s 2022 annual meeting of shareholders 0 0.0 % 0 0 0.0 %
Impairment and store closing costs 0 0.0 % 0 0 0.0 %
Goodwill Impairment 0 0.0 % 0 0 0.0 %
Tax impacts of the foregoing (1,188 ) (0.1 )% 0 0 0.0 %
Adjusted Net Income $ 22,008 2.5 % $ 5,498 $ 37,462 4.5 %
Earnings per share - basic $ 0.82 $ 0.25 $ 1.69
Earnings per share - diluted $ 0.81 $ 0.25 $ 1.68
Adjusted Earnings per share - basic $ 0.99 $ 0.25 $ 1.69
Adjusted Earnings per share - diluted $ 0.98 $ 0.25 $ 1.68
Weighted average shares - basic 22,202,464 22,202,464 22,152,445
Weighted average shares - diluted 22,354,013 22,354,013 22,262,598
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September 19, 2024

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 fourth quarter fiscal 2023 and fiscal 2024 adjusted net income and earnings per share, as well as the 53^rd^ week impact of these items. 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 store closing costs, (ii) expenses related to the proxy contest and settlement in connection with the Company’s 2022 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 and presenting the 53^rd^ week impact of 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.

Twelve Months<br><br> Ended 8/2/24 Margin 53rd Week<br><br> Impact Twelve Months<br><br> Ended 7/28/23 Margin
Revenue $ 3,470,762 100.0 % $ 62,800 $ 3,442,808 100.0 %
GAAP Net Income $ 40,930 1.2 % $ 5,498 $ 99,050 2.9 %
Expenses related to the Company’s CEO transition 8,574 0.2 % 0 0 0.0 %
Expenses associated with a strategic transformation initiative 16,603 0.5 % 0 0 0.0 %
Employee benefits policy change (5,284 ) (0.2 )% 0 0 0.0 %
Corporate restructuring charge 1,643 0.0 % 0 0 0.0 %
Expenses related to the proxy contest and settlement in connection with the Company’s 2022 annual meeting of shareholders 0 0.0 % 0 3,198 0.1 %
Impairment and store closing costs 22,942 0.7 % 0 13,890 0.4 %
Goodwill Impairment 4,690 0.1 % 0 0 0.0 %
Tax impacts of the foregoing (11,554 ) (0.3 )% 0 (4,016 ) (0.1 )%
Adjusted Net Income $ 78,544 2.3 % $ 5,498 $ 112,122 3.3 %
Earnings per share - basic $ 1.84 $ 0.25 $ 4.47
Earnings per share - diluted $ 1.83 $ 0.25 $ 4.45
Adjusted Earnings per share - basic $ 3.54 $ 0.25 $ 5.06
Adjusted Earnings per share - diluted $ 3.52 $ 0.25 $ 5.04
Weighted average shares - basic 22,191,961 22,191,961 22,167,875
Weighted average shares - diluted 22,319,894 22,319,894 22,265,399
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Cracker Barrel Reports Fourth Quarter Fiscal 2024 Results

Page 11

September 19, 2024

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, as well as the 53^rd^ week impact of these items. 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 store closing costs, (iii) the proxy contest and settlement in connection with the Company’s 2022 annual meeting of shareholders, (iv) goodwill impairment charges, (v) 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) and presenting the 53^rd^ week impact of these items 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.

Fourth Quarter<br><br> Ended 8/2/24 Margin 53rd Week<br><br> Impact Twelve Months<br><br> Ended 8/2/24 Margin 53rd Week<br><br> Impact
Revenue $ 894,387 100.0 % $ 62,800 $ 3,470,762 100.0 % $ 62,800
GAAP Net Income 18,139 2.0 % $ 5,498 40,930 1.2 % $ 5,498
(+) Depreciation& amortization 28,981 3.2 % 0 111,746 3.2 % 0
(+) Interest expense 5,741 0.6 % 402 20,933 0.6 % 402
(+) Income tax benefit (1,664 ) (0.2 )% (119 ) (16,744 ) (0.5 )% (119 )
EBITDA $ 51,197 5.7 % $ 5,781 $ 156,865 4.5 % $ 5,781
Adjustments
(+) CEO transition expenses 0 0.0 % 0 8,574 0.2 % 0
(+) Strategic transformation initiative expenses 5,057 0.6 % 0 16,603 0.5 % 0
(+) Corporate restructuring charge including separation with executive 0 0.0 % 0 1,643 0.0 % 0
(+) Share-based compensation, net 1,109 0.1 % 0 5,584 0.2 % 0
(-) Employee benefits policy change 0 0.0 % 0 (5,284 ) (0.2 )% 0
(+) Impairment and store closing costs 0 0.0 % 0 22,942 0.7 % 0
(+) Goodwill impairment 0 0.0 % 0 4,690 0.1 % 0
Adjusted EBITDA $ 57,363 6.4 % $ 5,781 $ 211,617 6.1 % $ 5,781
Fourth Quarter<br><br> Ended 7/28/23 Margin Twelve Months<br><br> Ended 7/28/23 Margin
Revenue $ 836,732 100 % $ 3,442,808 100 %
GAAP Net Income 37,462 4.5 % 99,050 2.9 %
(+) Depreciation& amortization 27,680 3.3 104,485 3.0
(+) Interest expense 4,530 0.5 17,006 0.5
(+) Income tax benefit (755 ) (0.1 ) 4,561 0.1
EBITDA 68,917 8.2 % $ 225,102 6.5 %
Adjustments
(+) Share-based compensation 1,460 0.2 % 9,045 0.3 %
(+) Impairment and store closing costs 0 0.0 13,890 0.4
(+) Proxy contest and settlement expenses 0 0.0 3,198 0.1
Adjusted EBITDA $ 70,377 8.4 % $ 251,235 7.3 %
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