Tennessee | 62-1749513 |
(State or Other Jurisdiction | (IRS Employer |
of Incorporation or Organization) | Identification No.) |
Large accelerated filer | x | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | o |
PART
I. FINANCIAL INFORMATION
|
Page
|
|||
Item
1
|
||||
● |
Condensed
Consolidated Financial Statements (Unaudited)
|
|||
a) | Condensed Consolidated Balance Sheet as of January 30, 2009 and August 1, 2008 | 3 | ||
b) | Condensed Consolidated Statement of Income for the Quarters and Six | |||
Months
Ended January 30, 2009 and February 1, 2008
|
4 | |||
c) | Condensed Consolidated Statement of Cash Flows for the Six Months | |||
Ended
January 30, 2009 and February 1, 2008
|
5 | |||
d) | Notes to Condensed Consolidated Financial Statements | 6 | ||
Item 2 | ||||
● | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||
Item 3 | ||||
● | Quantitative and Qualitative Disclosures About Market Risk | 29 | ||
Item 4 | ||||
● | Controls and Procedures | 29 | ||
PART II. OTHER INFORMATION | ||||
Item 1A | ||||
● | Risk Factors | 29 | ||
Item 4 | ||||
● | Submission of Matters to a Vote of Security Holders | 29 | ||
Item 6 | ||||
● | Exhibits | 29 | ||
SIGNATURES
|
30 |
January 30, | August 1, | |||||||
2009 | 2008* | |||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 11,135 | $ | 11,978 | ||||
Property
held for sale
|
5,543 | 3,248 | ||||||
Accounts
receivable
|
12,687 | 13,484 | ||||||
Income
taxes receivable
|
5,034 | 6,919 | ||||||
Inventories
|
137,758 | 155,954 | ||||||
Prepaid
expenses and other current assets
|
12,070 | 10,981 | ||||||
Deferred
income taxes
|
24,814 | 18,075 | ||||||
Total
current assets
|
209,041 | 220,639 | ||||||
Property
and equipment
|
1,599,536 | 1,571,816 | ||||||
Less:
Accumulated depreciation and amortization of capital
leases
|
550,675 | 526,576 | ||||||
Property
and equipment – net
|
1,048,861 | 1,045,240 | ||||||
Other
assets
|
41,855 | 47,824 | ||||||
Total
assets
|
$ | 1,299,757 | $ | 1,313,703 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 56,143 | $ | 93,112 | ||||
Current
maturities of long-term debt and other long-term
obligations
|
8,811 | 8,714 | ||||||
Deferred
revenues
|
36,233 | 22,618 | ||||||
Accrued
interest expense
|
10,999 | 12,485 | ||||||
Other
accrued expenses
|
114,693 | 127,790 | ||||||
Total
current liabilities
|
226,879 | 264,719 | ||||||
Long-term
debt
|
771,907 | 779,061 | ||||||
Capital
lease obligations
|
69 | 77 | ||||||
Interest
rate swap liability
|
63,326 | 39,618 | ||||||
Other
long-term obligations
|
82,054 | 83,147 | ||||||
Deferred
income taxes
|
52,933 | 54,330 | ||||||
Commitments
and contingencies (Note 17)
|
||||||||
Shareholders’
equity:
|
||||||||
Preferred
stock – 100,000,000 shares of $.01 par
|
||||||||
value
authorized; no shares issued
|
-- | -- | ||||||
Common
stock – 400,000,000 shares of $.01 par value authorized;
|
||||||||
22,394,103
shares issued and outstanding at January 30, 2009,
|
||||||||
and
22,325,341 shares issued and outstanding at August 1, 2008
|
224 | 223 | ||||||
Additional
paid-in capital
|
5,300 | 731 | ||||||
Accumulated
other comprehensive loss
|
(44,518 | ) | (27,653 | ) | ||||
Retained
earnings
|
141,583 | 119,450 | ||||||
Total
shareholders’ equity
|
102,589 | 92,751 | ||||||
Total
liabilities and shareholders’ equity
|
$ | 1,299,757 | $ | 1,313,703 |
CRACKER
BARREL OLD COUNTRY STORE, INC.
|
CONDENSED
CONSOLIDATED STATEMENT OF INCOME
|
(In
thousands, except share and per share
data)
|
(Unaudited)
|
Quarter
Ended
|
Six Months Ended | |||||||||||||||
January
30,
|
February
1,
|
January
30,
|
February
1,
|
|||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Total
revenue
|
$ | 630,182 | $ | 634,453 | $ | 1,204,114 | $ | 1,215,618 | ||||||||
Cost
of goods sold
|
222,493 | 223,735 | 403,850 | 403,963 | ||||||||||||
Gross
profit
|
407,689 | 410,718 | 800,264 | 811,655 | ||||||||||||
Labor
and other related expenses
|
234,118 | 229,133 | 456,551 | 454,801 | ||||||||||||
Impairment
and store closing charges
|
-- | 68 | -- | 877 | ||||||||||||
Other
store operating expenses
|
105,740 | 106,473 | 211,706 | 211,693 | ||||||||||||
Store
operating income
|
67,831 | 75,044 | 132,007 | 144,284 | ||||||||||||
General
and administrative expenses
|
28,558 | 29,623 | 60,176 | 62,841 | ||||||||||||
Operating
income
|
39,273 | 45,421 | 71,831 | 81,443 | ||||||||||||
Interest
expense
|
13,281 | 14,454 | 27,314 | 29,363 | ||||||||||||
Interest
income
|
-- | 128 | -- | 185 | ||||||||||||
Income
before income taxes
|
25,992 | 31,095 | 44,517 | 52,265 | ||||||||||||
Provision
for income taxes
|
7,630 | 10,861 | 13,323 | 18,048 | ||||||||||||
Income
from continuing operations
|
18,362 | 20,234 | 31,194 | 34,217 | ||||||||||||
Loss
from discontinued operations, net of tax
|
-- | (17 | ) | -- | (111 | ) | ||||||||||
Net
income
|
$ | 18,362 | $ | 20,217 | $ | 31,194 | $ | 34,106 | ||||||||
Basic
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.82 | $ | 0.87 | $ | 1.39 | $ | 1.46 | ||||||||
Loss
from discontinued operations, net of tax
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Net
income per share
|
$ | 0.82 | $ | 0.87 | $ | 1.39 | $ | 1.46 | ||||||||
Diluted
net income per share:
|
||||||||||||||||
Income
from continuing operations
|
$ | 0.81 | $ | 0.85 | $ | 1.38 | $ | 1.42 | ||||||||
Loss
from discontinued operations, net of tax
|
$ | -- | $ | -- | $ | -- | $ | -- | ||||||||
Net
income per share
|
$ | 0.81 | $ | 0.85 | $ | 1.38 | $ | 1.42 | ||||||||
Weighted average shares: | ||||||||||||||||
Basic
|
22,389,598 | 23,133,206 | 22,369,783 | 23,419,403 | ||||||||||||
Diluted
|
22,597,183 | 23,758,343 | 22,631,754 | 24,101,665 | ||||||||||||
Dividends
declared per share
|
$ | 0.20 | $ | 0.18 | $ | 0.40 | $ | 0.36 | ||||||||
Six
Months Ended
|
||||||||
January 30, | February 1, | |||||||
2009 | 2008 | |||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 31,194 | $ | 34,106 | ||||
Loss
from discontinued operations, net of tax
|
-- | 111 | ||||||
Adjustments
to reconcile net income to net cash provided
|
||||||||
by
operating activities of continuing operations:
|
||||||||
Depreciation
and amortization
|
28,938 | 27,983 | ||||||
Loss
(gain) on disposition of property and equipment
|
1,790 | (446 | ) | |||||
Impairment
|
-- | 532 | ||||||
Share-based
compensation
|
3,744 | 4,980 | ||||||
Excess
tax benefit from share-based compensation
|
-- | (49 | ) | |||||
Changes
in assets and liabilities:
|
||||||||
Accounts
receivable
|
797 | 731 | ||||||
Income
taxes receivable
|
1,834 | (11,967 | ) | |||||
Inventories
|
18,196 | 17,222 | ||||||
Prepaid
expenses and other current assets
|
(1,089 | ) | 117 | |||||
Accounts
payable
|
(36,969 | ) | (27,101 | ) | ||||
Deferred
revenues
|
13,615 | 14,323 | ||||||
Accrued
interest expense
|
(1,486 | ) | 13,824 | |||||
Other
accrued expenses
|
(13,543 | ) | (15,636 | ) | ||||
Other
long-term assets and liabilities
|
2,813 | 4,860 | ||||||
Net
cash provided by operating activities of continuing
operations
|
49,834 | 63,590 | ||||||
Cash
flows from investing activities:
|
||||||||
Purchase
of property and equipment
|
(37,444 | ) | (45,123 | ) | ||||
Proceeds
from sale of property and equipment
|
1,496 | 4,786 | ||||||
Proceeds
from insurance recoveries of property and equipment
|
74 | 114 | ||||||
Net
cash used in investing activities of continuing operations
|
(35,874 | ) | (40,223 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from issuance of long-term debt
|
518,200 | 415,300 | ||||||
Principal
payments under long-term debt and other long-term
obligations
|
(525,265 | ) | (383,286 | ) | ||||
Proceeds
from exercise of share-based compensation awards
|
877 | 1,965 | ||||||
Excess
tax benefit from share-based compensation
|
-- | 49 | ||||||
Purchases
and retirement of common stock
|
-- | (52,380 | ) | |||||
Dividends
on common stock
|
(8,615 | ) | (7,660 | ) | ||||
Net
cash used in financing activities of continuing operations
|
(14,803 | ) | (26,012 | ) | ||||
Cash
flows from discontinued operations:
|
||||||||
Net
cash used in operating activities of discontinued
operations
|
-- | (170 | ) | |||||
Net
cash used in discontinued operations
|
-- | (170 | ) | |||||
Net
decrease in cash and cash equivalents
|
(843 | ) | (2,815 | ) | ||||
Cash
and cash equivalents, beginning of period
|
11,978 | 14,248 | ||||||
Cash
and cash equivalents, end of period
|
$ | 11,135 | $ | 11,433 | ||||
Supplemental
disclosures of cash flow information:
|
||||||||
Cash
paid during the six months for:
|
||||||||
Interest,
excluding interest rate swap payments, net of amounts
capitalized
|
$ | 18,832 | $ | 14,111 | ||||
Interest
rate swap
|
$ | 8,743 | $ | 357 | ||||
Income
taxes
|
$ | 10,856 | $ | 25,812 |
Supplemental
schedule of non-cash financing activity:
|
||||||||
Change
in fair value of interest rate swap
|
$ | (23,708 | ) | $ | (46,901 | ) | ||
Change
in deferred tax asset for interest rate swap
|
$ | 6,843 | $ | 15,724 |
1. | Condensed Consolidated Financial Statements |
2. | Summary of Significant Accounting Policies |
3.
|
Recent Accounting
Pronouncements
|
4.
|
Fair Value
Measurements
|
·
|
Level 1 – quoted prices (unadjusted) for an identical asset or liability in an active market. |
·
|
Level
2 – quoted prices for a similar asset or liability in an active market or
model-derived valuations in which all significant inputs are observable
for substantially the full term of the asset or
liability.
|
·
|
Level 3 – unobservable and significant to the fair value measurement of the asset or liability. |
Quoted
Prices
|
Significant
|
|||||||||||||||
in
Active
|
Other | Significant | ||||||||||||||
Markets
for
|
Observable | Unobservable |
Fair
Value as
|
|||||||||||||
Identical Assets | Inputs | Inputs | of January 30, | |||||||||||||
(Level
1)
|
|
(Level 2) | (Level 3) | 2009 | ||||||||||||
Cash
equivalents*
|
$ | 98 | $ | -- | $ | -- | $ | 98 | ||||||||
Deferred
compensation plan assets**
|
21,607 | -- | -- | 21,607 | ||||||||||||
Total
assets at fair value
|
$ | 21,705 | $ | -- | $ | -- | $ | 21,705 | ||||||||
Interest
rate swap liability
|
$ | -- | $ | 63,326 | $ | -- | $ | 63,326 | ||||||||
Total
liabilities at fair value
|
$ | -- | $ | 63,326 | $ | -- | $ | 63,326 |
5.
|
Property Held for
Sale
|
6.
|
Inventories |
January 30, | August 1, | |||||||
2009 | 2008 | |||||||
Retail
|
$ | 103,669 | $ | 124,572 | ||||
Restaurant
|
18,849 | 17,439 | ||||||
Supplies
|
15,240 | 13,943 | ||||||
Total
|
$ | 137,758 | $ | 155,954 |
January
30,
2009
|
August
1,
2008
|
|||||||
Term
Loan B
|
||||||||
payable
$1,792 per quarter with the remainder due
on
April 27, 2013
|
$ | 629,872 | $ | 633,456 | ||||
Delayed-Draw
Term Loan Facility
payable
$383 per quarter with the remainder due
on
April 27, 2013
|
150,338 | 151,103 | ||||||
Revolving
Credit Facility
payable
on or before April 27, 2011
|
-- | 3,200 | ||||||
Note
payable
|
491 | -- | ||||||
780,701 | 787,759 | |||||||
Current
maturities
|
(8,794 | ) | (8,698 | ) | ||||
Long-term
debt
|
$ | 771,907 | $ | 779,061 |
8. | Derivative Instruments and Hedging Activities |
9. | Shareholders’ Equity |
During
the six-month period ended January 30, 2009, total share-based
compensation was $3,744 and the tax deficiency from share-based
compensation was $51. During the six-month period ended
February 1, 2008, total share-based compensation was $4,980 and the excess
tax benefit from share-based compensation was
$49.
|
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Net
income
|
$ | 18,362 | $ | 20,217 | $ | 31,194 | $ | 34,106 | ||||||||
Other
comprehensive income (loss):
|
||||||||||||||||
Change
in fair value of interest rate
Swap,
net of tax
|
(15,304 | ) | (20,685 | ) | (16,865 | ) | (31,177 | ) | ||||||||
Total
comprehensive income (loss)
|
$ | 3,058 | $ | (468 | ) | $ | 14,329 | $ | 2,929 |
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 468,919 | $ | 465,105 | $ | 924,886 | $ | 927,858 | ||||||||
Retail
|
161,263 | 169,348 | 279,228 | 287,760 | ||||||||||||
Total
revenue
|
$ | 630,182 | $ | 634,453 | $ | 1,204,114 | $ | 1,215,618 |
Quarter Ended | Six Months Ended | |||||||
February 1, | February 1, | |||||||
2008 | 2008 | |||||||
Loss
before tax benefit from discontinued operations
|
$ | (25 | ) | $ | (170 | ) | ||
Tax
benefit
|
8 | 59 | ||||||
Loss
from discontinued operations, net of tax
|
$ | (17 | ) | $ | (111 | ) |
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Income
from continuing operations per share
numerator
|
$ | 18,362 | $ | 20,234 | $ | 31,194 | $ | 34,217 | ||||||||
Loss
from discontinued operations, net of
tax,
per share numerator
|
$ | -- | $ | (17 | ) | $ | -- | $ | (111 | ) |
Income
from continuing operations, loss from
discontinued
operations, net of tax, and net
income
per share denominator:
|
||||||||||||||||
Weighted
average shares
|
22,389,598 | 23,133,206 | 22,369,783 | 23,419,403 | ||||||||||||
Add
potential dilution:
|
||||||||||||||||
Stock
options and nonvested stock and
stock
awards
|
207,585 | 625,137 | 261,971 | 682,262 | ||||||||||||
Diluted
weighted average shares
|
22,597,183 | 23,758,343 | 22,631,754 | 24,101,665 |
Financial
Statements included in the 2008 Form 10-K), the Company entered into
various agreements to indemnify third parties against certain tax
obligations, for any breaches of representations and warranties in the
applicable transaction documents and for certain costs and expenses that
may arise out of specified real estate matters, including potential
relocation and legal costs. With the exception of certain tax
indemnifications, the Company believes that the probability of being
required to make any indemnification payments to Logan’s is
remote. Therefore, at January 30, 2009, the Company has
recorded a liability of $387 in the condensed consolidated balance sheet
for these potential tax indemnifications, but no provision has been
recorded for potential non-tax
indemnifications.
|
·
|
Results
of Operations – an analysis of our condensed consolidated statements of
income for the periods presented.
|
·
|
Liquidity
and Capital Resources – an analysis of our primary sources of liquidity
and capital expenditures.
|
·
|
Critical
Accounting Estimates – a discussion of accounting policies that require
critical judgments and estimates.
|
·
|
lower
restaurant traffic and lower retail
sales,
|
·
|
higher
retail cost of goods sold,
|
·
|
higher
group health costs,
|
·
|
higher
utilities expense,
|
·
|
higher
store management wages,
|
·
|
non-recurrence
of the prior-year gain on the sale of the remaining Logan’s property we
had retained,
|
·
|
higher
workers’ compensation expense and
|
·
|
higher
property taxes.
|
·
|
lower
income taxes,
|
·
|
lower
general insurance expense,
|
·
|
lower
interest expense,
|
·
|
lower
store miscellaneous expense,
|
·
|
lower
food costs,
|
·
|
lower
store bonus accruals,
|
·
|
lower
professional fees and
|
·
|
higher
menu pricing.
|
continuing
operations for the six-month period ended January 30, 2009 decreased 8.8%
as compared to the six-month period ended February 1, 2008. The
decrease in income from continuing operations reflected the
following:
|
·
|
lower
restaurant traffic and lower retail
sales,
|
·
|
higher
utilities expense,
|
·
|
higher
store management wages,
|
·
|
non-recurrence
of the prior-year gain on the sale of the remaining Logan’s property we
had retained,
|
·
|
higher
retail costs of goods sold,
|
·
|
higher
food costs and
|
·
|
higher
property taxes.
|
·
|
lower
income taxes,
|
·
|
lower
general insurance expense,
|
·
|
non-recurrence
of manager meeting expense,
|
·
|
lower
interest expense,
|
·
|
lower
professional fees and
|
·
|
higher
menu pricing.
|
The following table
highlights operating results by percentage relationships to total revenue
for the quarter and six-month period ended January 30, 2009 as compared to
the same periods in the prior
year:
|
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Total
revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost
of goods sold
|
35.3 | 35.3 | 33.5 | 33.2 | ||||||||||||
Gross
profit
|
64.7 | 64.7 | 66.5 | 66.8 | ||||||||||||
Labor
and other related expenses
|
37.1 | 36.1 | 37.9 | 37.4 | ||||||||||||
Impairment
and store closing charges
|
-- | -- | -- | 0.1 | ||||||||||||
Other
store operating expenses
|
16.8 | 16.8 | 17.6 | 17.4 | ||||||||||||
Store
operating income
|
10.8 | 11.8 | 11.0 | 11.9 | ||||||||||||
General
and administrative expenses
|
4.6 | 4.6 | 5.0 | 5.2 | ||||||||||||
Operating
income
|
6.2 | 7.2 | 6.0 | 6.7 | ||||||||||||
Interest
expense
|
2.1 | 2.3 | 2.3 | 2.4 | ||||||||||||
Interest
income
|
-- | -- | -- | -- | ||||||||||||
Income
before income taxes
|
4.1 | 4.9 | 3.7 | 4.3 | ||||||||||||
Provision
for income taxes
|
1.2 | 1.7 | 1.1 | 1.5 | ||||||||||||
Income
from continuing operations
|
2.9 | 3.2 | 2.6 | 2.8 | ||||||||||||
Loss
from discontinued operations, net of tax
|
-- | -- | -- | -- | ||||||||||||
Net
income
|
2.9 | % | 3.2 | % | 2.6 | % | 2.8 | % |
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
74.4 | % | 73.3 | % | 76.8 | % | 76.3 | % | ||||||||
Retail
|
25.6 | 26.7 | 23.2 | 23.7 | ||||||||||||
Total
revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Open
at beginning of period
|
581 | 566 | 577 | 562 | ||||||||||||
Opened
during period
|
4 | 4 | 8 | 10 | ||||||||||||
Closed
during period
|
-- | -- | -- | (2 | ) | |||||||||||
Open
at end of period
|
585 | 570 | 585 | 570 |
Quarter Ended | Six Months Ended | |||||||||||||||
January 30, | February 1, | January 30, | February 1, | |||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 802.7 | $ | 817.2 | $ | 1,591.6 | $ | 1,638.8 | ||||||||
Retail
|
276.1 | 297.5 | 480.5 | 508.2 | ||||||||||||
Total
revenue
|
$ | 1,078.8 | $ | 1,114.7 | $ | 2,072.1 | $ | 2,147.0 |
decreased
2.3% and comparable store retail sales decreased 5.0% resulting in a
combined comparable store sales (total revenue) decrease of
3.0%. The comparable store restaurant sales decrease consisted
of a 3.2% average check increase for the six months (including a 3.4%
average menu price increase) and a 5.5% guest traffic
decrease. We continue to experience the effects of pressures on
consumer discretionary income in our guest traffic and
sales. Sales from newly opened stores partially offset the
decrease in comparable store restaurant and retail
sales.
|
fees
and non-labor-related pre-opening expenses. Other store
operating expenses as a percentage of total revenue remained flat compared
to the second quarter of the prior year at 16.8%. Higher
utilities expense, higher property taxes and the effect of lower guest
traffic were partially offset by lower general insurance expense as a
result of revised actuarial estimates, lower store miscellaneous expense
and higher menu pricing. Lower store miscellaneous expense
resulted from lower hourly employee turnover and cost control
initiatives.
|
We
believe that cash at January 30, 2009, along with cash generated from our
operating activities, the borrowing capacity under our Revolving Credit
Facility and the expected proceeds from the planned sale-leaseback
transactions described below will be sufficient to finance our continued
operations, our continued expansion plans, our principal payments on our
debt and our dividend payments for at least the next twelve months and
thereafter for the foreseeable
future.
|
From
May 3, 2008 through May 1, 2009
|
4.00
|
From
May 2, 2009 thereafter
|
3.75
|
From
May 3, 2008 through May 1, 2009
|
3.50
|
From
May 2, 2009 through April 30, 2010
|
3.75
|
From
April 31, 2010 thereafter
|
4.00
|
acquisition
and construction costs for 7 new stores to be opened in 2010 and capital
expenditures for maintenance programs. We intend to fund our
capital expenditures with cash flows from operations and borrowings under
our Revolving Credit Facility, as necessary. Capitalized
interest was $94 and $294, respectively, for the quarter and six-month
period ended January 30, 2009, as compared to $184 and $412, respectively,
for the quarter and six-month period ended February 1,
2008.
|
Other
than various operating leases, we have no material off-balance sheet
arrangements. Refer to our 2008 Form 10-K for additional
information regarding our operating
leases.
|
·
|
management
believes are both most important to the portrayal of our financial
condition and operating results and
|
·
|
require
management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain.
|
·
|
Impairment
of Long-Lived Assets and Provision for Asset
Dispositions
|
·
|
Insurance
Reserves
|
·
|
Inventory
Shrinkage
|
·
|
Tax
Provision
|
·
|
Share-Based
Compensation
|
·
|
Unredeemed
Gift Cards and Certificates
|
·
|
Legal
Proceedings
|
·
|
The
expected volatility is a blend of implied volatility based on
market-traded options on our stock and historical volatility of our stock
over the contractual life of the
options.
|
·
|
We
use historical data to estimate option exercise and employee termination
behavior within the valuation model; separate groups of employees that
have similar historical exercise behavior are considered separately for
valuation purposes. The expected life of options granted is
derived from the output of the option valuation model and represents the
period of time the options are expected to be
outstanding.
|
·
|
The
risk-free interest rate is based on the U.S. Treasury yield curve in
effect at the time of grant for periods within the contractual life of the
option.
|
·
|
The
expected dividend yield is based on our current dividend yield as the best
estimate of projected dividend yield for periods within the contractual
life of the option.
|
Unredeemed
Gift Cards and Certificates
|
Item 1A. | Risk Factors |
Item 4. | Submission of Matters to a Vote of Security Holders |
Item 6. | Exhibits |
|
See
Exhibit Index immediately following the signature page
hereto.
|
CRACKER BARREL OLD COUNTRY STORE, INC. | |||
Date: 3/10/09
|
By:
|
/s/ N.B. Forrest Shoaf | |
N.B. Forrest Shoaf, Senior Vice President, Secretary, | |||
Chief Legal Officer and Interim Chief Financial Officer |
Date: 3/10/09
|
By:
|
/s/ Patrick A. Scruggs | |
Patrick A. Scruggs, Vice President, Accounting and Tax | |||
and Chief Accounting Officer |
3(I),
4
|
Articles
of Incorporation (as amended to date) (incorporated by reference to
Exhibit 3(I), 4 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended October 31, 2008 and filed with the SEC on December 9,
2008)
|
10.1
|
The
Company's Amended and Restated Stock Option Plan (as amended to
date)
|
10.2
|
The
Company’s 2002 Omnibus Incentive Compensation Plan (as amended to
date)
|
31
|
Rule
13a-14(a)/15d-14(a) Certifications
|
32
|
Section
1350 Certifications
|