SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended November 2, 2001
or
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period from ________ to _______.
Commission file number 000-25225
CBRL GROUP, INC.
(Exact Name of Registrant as
Specified in Its Charter)
Tennessee 62-1749513
- -------------------------------- -------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
Hartmann Drive, P. O. Box 787
Lebanon, Tennessee 37088-0787
(Address of Principal Executive Offices)
615-444-5533
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- ----------
55,385,108 Shares of Common Stock
Outstanding as of November 30, 2001
PART I
Item 1. Financial Statements
CBRL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
(Unaudited)
November 2, August 3,
2001 2001*
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 12,510 $ 11,807
Receivables 9,845 10,201
Inventories 130,595 116,590
Prepaid expenses 10,882 10,019
Deferred income taxes 6,573 6,573
---------- ----------
Total current assets 170,405 155,190
Property and equipment - net 962,759 955,028
Goodwill - net 92,882 92,882
Other assets 10,808 9,772
---------- ----------
Total assets $1,236,854 $1,212,872
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 62,270 $ 64,939
Accrued expenses 126,017 132,110
Current maturities of long-term debt and other long-term
obligations 114 200
---------- ----------
Total current liabilities 188,401 197,249
---------- ----------
Long-term debt 135,000 125,000
---------- ----------
Other long-term obligations 45,818 44,515
---------- ----------
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, at November 2, 2001, 55,251,347
shares issued and outstanding and at August 3, 2001,
55,026,846 shares issued and outstanding 552 550
Additional paid-in capital 150,951 149,073
Retained earnings 716,132 696,485
---------- ----------
Total shareholders' equity 867,635 846,108
---------- ----------
Total liabilities and shareholders' equity $1,236,854 $1,212,872
========== ==========
See notes to condensed consolidated financial statements.
(*) This condensed consolidated balance sheet has been derived from the
audited consolidated balance sheet as of August 3, 2001.
CBRL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
Quarter Ended
---------------------------
November 2, October 27,
2001 2000
---- ----
Net sales $494,993 $467,064
Franchise fees and royalties 220 191
-------- --------
Total revenue 495,213 467,255
Cost of goods sold 163,200 156,072
-------- --------
Gross profit 332,013 311,183
Labor & other related expenses 186,895 173,290
Other store operating expenses 82,028 79,798
-------- --------
Store operating income 63,090 58,095
General and administrative 30,734 26,630
Amortization of goodwill -- 998
-------- --------
Operating income 32,356 30,467
Interest expense 1,753 3,478
Interest income -- 19
-------- --------
Income before income taxes 30,603 27,008
Provision for income taxes 10,956 10,074
-------- --------
Net income $ 19,647 $ 16,934
======== ========
Net earnings per share:
Basic $ .36 $ .30
======== ========
Diluted $ .35 $ .30
======== ========
Weighted average shares:
Basic 54,936 56,699
======== ========
Diluted 56,182 56,815
======== ========
See notes to condensed consolidated financial statements.
CBRL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
------------------------
November 2, October 27,
2001 2000
---- ----
Cash flows from operating activities:
Net income $ 19,647 $ 16,934
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 14,760 15,624
Loss on disposition of property and equipment 33 533
Changes in assets and liabilities:
Inventories (14,005) (18,141)
Accounts payable (2,669) (4,050)
Other current assets and other current liabilities (6,600) (3,461)
Other assets and other long-term liabilities 121 4,754
--------- ---------
Net cash provided by operating activities 11,287 12,193
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (22,785) (30,346)
Proceeds from sale of property and equipment 346 140,499
--------- ---------
Net cash (used in) provided by investing activities (22,439) 110,153
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 145,000 85,000
Principal payments under long-term debt and other
long-term obligations (135,025) (211,759)
Proceeds from exercise of stock options 11,476 268
Purchases and retirement of common stock (9,596) --
--------- ---------
Net cash provided by (used in) financing activities 11,855 (126,491)
--------- ---------
Net increase (decrease) in cash and cash equivalents 703 (4,145)
Cash and cash equivalents, beginning of period 11,807 13,865
--------- ---------
Cash and cash equivalents, end of period $ 12,510 $ 9,720
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the three months for:
Interest $ 2,354 $ 3,126
Income taxes 13,535 9,151
See notes to condensed consolidated financial statements.
CBRL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------
(In thousands)
1. Condensed Consolidated Financial Statements
-------------------------------------------
The condensed consolidated balance sheet as of November 2, 2001 and the
related condensed consolidated statements of income and cash flows for the
quarters ended November 2, 2001 and October 27, 2000, have been prepared by CBRL
Group, Inc. (the "Company") without audit; in the opinion of management, all
adjustments for a fair presentation of such condensed consolidated financial
statements have been made.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K for the year ended August
3, 2001.
Deloitte & Touche LLP, the Company's independent accountants, have
performed a limited review of the financial information included herein. Their
report on such review accompanies this filing.
2. Income Taxes
------------
The provision for income taxes for the three-month period ended November 2,
2001 has been computed based on management's estimate of the tax rate for the
entire fiscal year of 35.8%. The variation between the statutory tax rate and
the effective tax rate is due primarily to employer tax credits for FICA taxes
paid on employee tip income. The Company's effective tax rates for the
three-month period ended October 27, 2000 and for the entire fiscal year of 2001
were 37.3% and 41.8%, respectively.
3. Seasonality
-----------
The sales and profits of the Company are affected significantly by seasonal
travel and vacation patterns because of its interstate highway locations.
Historically, the Company's greatest sales and profits have occurred during the
period of June through August. Early December through the last part of February,
excluding the Christmas holidays, has historically been the period of lowest
sales and profits although retail revenues historically have been seasonally
higher between Thanksgiving and Christmas. Therefore, the results of operations
for the quarter ended November 2, 2001 cannot be considered indicative of the
operating results for the full fiscal year.
4. Inventories
-----------
Inventories were comprised of the following at:
November 2, August 3,
2001 2001
---- ----
Retail $100,790 $ 87,445
Restaurant 16,049 15,853
Supplies 13,756 13,292
-------- --------
Total $130,595 $116,590
======== ========
5. Earnings per Share and Weighted Average Shares
----------------------------------------------
Basic earnings per share are computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the reporting period. Diluted earnings per share reflect the potential
dilution that could occur if securities, options or other contracts to issue
common stock were exercised or converted into common stock. Outstanding stock
options issued by the Company represent the only dilutive effect reflected in
diluted weighted average shares.
6. Comprehensive Income
--------------------
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. There is no difference between comprehensive income and
net income as reported by the Company for all periods shown.
7. Segment Reporting
-----------------
The Company manages its business on the basis of one reportable operating
segment. All of the Company's operations are located within the United States.
The following data are presented in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 131 for all periods presented.
Quarter Ended
-----------------------------------
November 2, October 27,
2001 2000
---- ----
Net sales:
Restaurant $395,737 $370,042
Retail 99,256 97,022
-------- --------
Total net sales $494,993 $467,064
======== ========
8. Recent Accounting Pronouncements Adopted
----------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 and that the use of the
pooling-of-interest method is no longer allowed.
Effective August 4, 2001, the Company elected early adoption of SFAS No.
142, "Goodwill and Other Intangible Assets." SFAS No. 142 eliminates the
amortization for goodwill and other intangible assets with indefinite lives.
Intangible assets with lives restricted by contractual, legal, or other means
will continue to be amortized over their useful lives. Goodwill and other
intangible assets not subject to amortization are tested for impairment annually
or more frequently if events or changes in circumstances indicate that the asset
might be impaired. SFAS No. 142 requires a two-step process for testing
impairment. First, the fair value of each reporting unit is compared to its
carrying value to determine whether an indication of impairment exists. If an
impairment is indicated, then the implied fair value of the reporting unit's
goodwill is determined by allocating the unit's fair value to its assets and
liabilities (including any unrecognized intangible assets) as if the reporting
unit had been acquired in a business combination. The amount of impairment for
goodwill and other intangible assets is measured as the excess of its carrying
value over its implied fair value. The Company presently expects to conduct the
initial test of the carrying value of its goodwill, as required by SFAS No. 142,
during the second quarter of fiscal 2002, which ends February 1, 2002. In
subsequent fiscal years, the Company will also conduct its annual assessment of
the carrying value of its goodwill, as required by SFAS No. 142, during its
second quarter. No such impairment losses were recorded upon the initial
adoption of SFAS 142.
In accordance with SFAS No. 142, the Company discontinued amortization of
goodwill effective August 4, 2001. The pro forma effects of the adoption of SFAS
No. 142 on net income and basic and diluted earnings per share is as follows:
First Quarter Ended First Quarter Ended
November 2, 2001 October 27, 2000
------------------ ------------------
Net income, as reported $19,647 $16,934
Intangible amortization, net of $0 tax --- 998
Net income, pro forma $19,647 $17,932
Basic earnings per share:
- -------------------------
Net income, as reported $0.36 $0.30
Intangible amortization, net of $0 tax --- 0.02
Net income, pro forma $0.36 $0.32
Diluted earnings per share:
- ---------------------------
Net income, as reported $0.35 $0.30
Intangible amortization, net of $0 tax --- 0.02
Net income, pro forma $0.35 $0.32
9. Impairment of Long-lived Assets
-------------------------------
The Company evaluates long-lived assets and certain identifiable
intangibles to be held and used in the business for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. An impairment is determined by comparing estimated
undiscounted future operating cash flows to the carrying amounts of assets on a
store by store basis. If an impairment exists, the amount of impairment is
measured as the sum of the estimated discounted future operating cash flows of
such asset and the expected proceeds upon sale of the asset less its carrying
amount. Assets held for sale are reported at the lower of carrying amount or
fair value less costs to sell. The Company had no impairment loss recorded for
the quarters ended November 2, 2001 and October 27, 2000.
10. Litigation
----------
As more fully discussed in Note 10 to the Consolidated Financial Statements
for the fiscal year ended August 3, 2001 contained in the Company's Annual
Report on Form 10-K filed on October 12, 2001, the Company's Cracker Barrel Old
Country Store, Inc. subsidiary is a defendant in two pending lawsuits, one of
which has been provisionally certified as a class action. The Company believes
it has substantial defenses in these actions and is defending each of them
vigorously. Included in the consolidated financial statements is an accrued
expense of $3,500 for potential liability with respect to one of these lawsuits.
There has been no material development in either of these two lawsuits during
the quarter ended November 2, 2001.
In addition, the Company was informed on December 11, 2001 that the lawyers
representing the plaintiffs in the cases described in the preceding paragraph
intended to file a new lawsuit against the Company's Cracker Barrel Old Country
Store, Inc. subsidiary alleging racial discrimination in public accommodations.
Cracker Barrel Old Country Store, Inc. believes such claims are unfounded and
that it would have substantial defenses to any such claims made. Accordingly, it
intends to defend this new case vigorously. Because this case has not even been
formally served to date, neither the likelihood of an unfavorable outcome nor
the amount of ultimate liability, if any, with respect to this case can be
determined at this time. Accordingly, no provision for any potential liability
has been made in the consolidated financial statements of the Company. In the
event of an unfavorable outcome in any of these cases, the Company's results of
operations, financial position and liquidity could be materially and adversely
affected.
11. Derivative Financial Instruments and Hedging Activities
-------------------------------------------------------
The Company is exposed to market risk, such as changes in interest rates
and commodity prices. To manage the volatility relating to these exposures, the
Company nets the exposures on a consolidated basis to take advantage of natural
offsets. For the residual portion, the Company may enter into various derivative
financial instruments pursuant to the Company's policies in areas such as
counterparty exposure and hedging practices. The Company would review these
derivative financial instruments on a specific exposure basis to support hedge
accounting. The changes in fair value of these hedging instruments would be
offset in part or in whole by the corresponding changes in the fair value or
cash flows of the underlying exposures being hedged. The Company does not hold
or use derivative financial instruments for trading purposes. The Company's
historical practice has been not to enter into derivative financial instruments.
The Company's policy has been to manage interest cost using a mix of fixed
and variable rate debt. The Company has accomplished this objective through the
use of interest rate swaps and/or sale-leaseback transactions. In an interest
rate swap, the Company agrees to exchange, at specified intervals, the
difference between fixed and variable interest amounts calculated by reference
to an agreed-upon notional amount. In a sale-leaseback transaction, the Company
finances its operating facilities by selling them to a third party and then
leasing them back under a long-term operating lease at fixed terms. See Note 12
to the Consolidated Financial Statements for the fiscal year ended August 3,
2001 contained in the Company's Annual Report on Form 10-K filed on October 12,
2001.
Many of the food products purchased by the Company are affected by
commodity pricing and are, therefore, subject to price volatility caused by
weather, production problems, delivery difficulties and other factors which are
outside the control of the Company and which are generally unpredictable.
Changes in commodity prices would affect the Company and its competitors
generally and often simultaneously. In many cases, the Company believes it will
be able to pass through any increased commodity costs by adjusting its menu
pricing. From time to time, competitive circumstances may limit menu price
flexibility, and in those circumstances increases in commodity prices can result
in lower margins for the Company. Some of the Company's purchase contracts are
used to hedge commodity prices and may contain features that could be classified
as derivative financial instruments under SFAS Nos. 133, 137 and 138. However,
these features that could be classified as derivative financial instruments are
exempt from hedge accounting based on the normal purchases exemption. The
Company presently believes that any changes in commodity pricing which cannot be
adjusted for by changes in menu pricing or other product delivery strategies
would not be material.
Upon adoption of SFAS Nos. 133, 137 and 138 on July 29, 2000 and at
November 2, 2001, the Company had no derivative financial instruments that
required hedge accounting.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
All dollar amounts reported or discussed in Part I, Item 2 of this
Quarterly Report on Form 10-Q are shown in thousands, except dollar amounts per
share. The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. The
discussion should be read in conjunction with the condensed consolidated
financial statements and notes thereto. Except for specific historical
information, many of the matters discussed in this Form 10-Q may express or
imply projections of revenues or expenditures, statements of plans and
objectives or future operations or statements of future economic performance.
These, and similar statements are forward-looking statements concerning matters
that involve risks, uncertainties and other factors which may cause the actual
performance of the Company to differ materially from those expressed or implied
by these statements. All forward-looking information is provided by the Company
pursuant to the safe harbor established under the Private Securities Litigation
Reform Act of 1995 and should be evaluated in the context of these factors.
Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "assumptions", "target", "guidance",
"plans", "may", "will", "would", "expect", "intend", "estimate", "anticipate",
"believe", "potential" or "continue" (or the negative of each of these terms) or
similar terminology. Factors which will affect actual results include, but are
not limited to: adverse general economic conditions including uncertain consumer
confidence effects on sales during the Company's important Christmas
retail-selling season; the actual results of pending or threatened litigation;
the effects of negative publicity; commodity, group health and utility price
increases; the effects of plans intended to improve operational execution and
performance; the effects of increased competition at company locations on sales
and on labor recruiting, cost, and retention; the ability of and cost to the
Company to recruit, train, and retain qualified restaurant hourly and management
employees; the ability of the Company to identify successful new lines of retail
merchandise; the availability and costs of acceptable sites for development;
adverse weather conditions; the acceptance of the Company's concepts as the
Company continues to expand into new markets and geographic regions; changes in
interest rates affecting the Company's financing costs; changes in or
implementation of additional governmental rules and regulations affecting wage
and hour matters, health and safety, pensions, taxes and insurance; practical or
psychological effects of terrorist acts or military responses; other
undeterminable areas of government actions or regulations; and other factors
described from time to time in the Company's filings with the Securities and
Exchange Commission and press releases, and other communications.
Results of Operations
The following table highlights operating results by percentage
relationships to total revenue for the quarter ended November 2, 2001 as
compared to the same period a year ago:
Quarter Ended
----------------------------
November 2, October 27,
2001 2000
---- ----
Net sales 100.0% 100.0%
Franchise fees and royalties -- --
----- -----
Total revenue 100.0 100.0
Cost of goods sold 33.0 33.4
----- -----
Gross profit 67.0 66.6
Labor & other related expenses 37.7 37.1
Other store operating expenses 16.6 17.1
----- -----
Store operating income 12.7 12.4
General and administrative 6.2 5.7
Amortization of goodwill -- 0.2
----- -----
Operating income 6.5 6.5
Interest expense 0.3 0.7
Interest income -- --
----- -----
Income before income taxes 6.2 5.8
Provision for income taxes 2.2 2.2
----- -----
Net income 4.0% 3.6%
===== =====
Average Comparable Store Sales Analysis
Quarter Ended
-------------------------------
November 2, October 27,
2001 2000
---- ----
Cracker Barrel (414 stores)
Net sales:
Restaurant $ 775.3 $740.0
Retail 226.1 223.4
-------- -------
Total net sales $1,001.4 $963.4
======== ======
Logan's (59 restaurants) $ 732.2 $719.9
======== ======
Total Revenue
- -------------
Total revenue for the first quarter of fiscal 2002 increased 6.0% compared
to last year's first quarter. At the Cracker Barrel Old Country Store ("Cracker
Barrel") concept, comparable store restaurant sales increased 4.8% and
comparable retail sales increased 1.2%, for a combined comparable store sales
(total net sales) increase of 3.9%. The comparable store restaurant sales
increase consisted of a 3.2% average check increase for the quarter and a 1.6%
guest traffic increase. Comparable store retail sales increased primarily due to
the increase in restaurant guest traffic. At the Logan's Roadhouse ("Logan's")
concept, comparable store sales increased 1.7%, which consisted of a 0.3%
average check increase and a 1.4% guest traffic increase. Sales from new Cracker
Barrel and Logan's stores primarily accounted for the balance of the total
revenue increase in the first quarter, partly offset by loss of revenues
associated with the closing of four Cracker Barrel units and three Logan's units
and exiting the Carmine Giardini's restaurant and gourmet market business at the
end of fiscal 2001.
Cost of Goods Sold
- ------------------
Cost of goods sold as a percentage of total revenue for the first quarter
of fiscal 20021 decreased to 33.0% from 33.4% in the first quarter of last year.
This decrease was primarily due to a lower mix of retail sales as a percent of
total revenues (retail has a higher cost of goods sold than restaurant), higher
menu pricing, improvements in Cracker Barrel store-level execution, higher
initial mark-ons of retail merchandise and lower retail freight costs. These
decreases were partially offset by higher beef, rib, butter, orange juice and
potato prices versus the prior year.
Labor and Other Related Expenses
- --------------------------------
Labor and other related expenses include all direct and indirect labor and
related costs incurred in store operations. Labor and other related expenses as
a percentage of total revenue increased to 37.7% in the first quarter this year
from 37.1% last year. This increase was primarily due to increases in Cracker
Barrel's store manager staffing and wages, increased payouts under the Cracker
Barrel store-level bonus program, increased group health costs, increased
workers' compensation costs and hourly wage inflation. These increases were
partially offset by higher menu pricing and improved volume.
Other Store Operating Expenses
- ------------------------------
Other store operating expenses include all unit-level operating costs, the
major components of which are operating supplies, repairs and maintenance,
advertising expenses, utilities, rent and depreciation. Other store operating
expenses as a percentage of total revenue decreased to 16.6% in the first
quarter of fiscal 2002 from 17.1% in the first quarter of last year. This
decrease was primarily due to lower advertising spending at Cracker Barrel
compared to a year ago, higher menu pricing and improved volume partially offset
by higher utility costs versus the prior year.
General and Administrative Expenses
- -----------------------------------
General and administrative expenses as a percentage of total revenue
increased to 6.2% in the first quarter of fiscal 2002 from 5.7% in the first
quarter of last year. This increase was primarily due to bonus accruals
reflective of performance improvements, various staffing and infrastructure
changes not in place a year ago and higher costs for store manager conferences
versus a year ago partially offset by higher menu pricing and improved volume.
Interest Expense
- ----------------
Interest expense decreased to $1,753 in the first quarter of fiscal 2002
from $3,478 in the first quarter of last year. The decrease primarily resulted
from lower average interest rates and outstanding debt during the first quarter
as compared to last year.
Interest Income
- ---------------
Interest income decreased to $0 in the first quarter of fiscal 2002 from
$19 in the first quarter of last year. The decrease was primarily due to lower
average funds available for investment during the first quarter as compared to
last year.
Provision for Income Taxes
- --------------------------
The provision for income taxes as a percent of pre-tax income decreased to
35.8% in the first quarter of fiscal 2002 from 37.3% during the same period a
year ago. The decrease in tax rate was primarily due to the Company no longer
amortizing goodwill upon its adoption of SFAS No. 142 in the first quarter of
fiscal 2002. See Note 8 to the Condensed Consolidated Financial Statements.
Impact of Recent Accounting Pronouncements Not Yet Adopted
- ----------------------------------------------------------
In July 2001, The Financial Accounting Standards Board ("FASB") issued SFAS
No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires
entities to record obligations associated with the retirement of a tangible
long-lived asset as a liability upon incurring those obligations, with the
amount of the liability initially measured at fair value. Upon initially
recognizing a liability for an asset retirement obligation ("ARO"), an entity
must capitalize the cost by recognizing an increase in the carrying amount of
the related long-lived asset. Over time, the entity amortizes the liability to
its present value each period, and the entity depreciates the capitalized cost
over the useful life of the related asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or incurs a gain or
loss upon settlement. Upon adoption, an entity will use a cumulative-effect
approach to recognize transition amounts for existing ARO liabilities, asset
retirement costs, and accumulated depreciation. All transition amounts are to be
measured using current information known as of the adoption date, including
current assumptions and current interest rates. SFAS No. 143 will be effective
for financial statements for fiscal years beginning after June 15, 2002 and
earlier application is encouraged. The Company is evaluating the impact of the
adoption of this standard and has not yet determined the effect.
In August 2001, the FASB issued SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" and the accounting and reporting provisions of Accounting
Principles Board Opinion No. 30 "Reporting the Results of Operations-Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". SFAS No. 144 retains the
fundamental provisions of SFAS No. 121 but eliminates the requirement to
allocate goodwill to long-lived assets to be tested for impairment. This
statement also requires discontinued operations to be carried at the lower of
cost or fair value less costs to sell and broadens the presentation of
discontinued operations to include a component of an entity rather than a
segment of a business. SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, and interim periods within those fiscal years, with
early application encouraged. The Company does not expect the adoption of this
statement to have a material impact on its results of operations or financial
position.
Liquidity and Capital Resources
- -------------------------------
The Company's operating activities provided net cash of $11,287 for the
three-month period ended November 2, 2001. Most of this cash was provided by net
income adjusted for depreciation and amortization. Increases in inventories and
other assets and decreases in accounts payable and other current liabilities
were partially offset by decreases in other current assets and increases in
other long-term obligations.
Capital expenditures were $22,785 for the three-month period ended November
2, 2001. Construction of new stores and land purchases accounted for
substantially all of these expenditures. Capitalized interest was $110 for the
quarter ended November 2, 2001 as compared to $322 for the quarter ended October
27, 2000. This difference was primarily due to lower borrowing costs as compared
to a year ago.
The Company's internally generated cash, along with cash at August 3, 2001
and the Company's available revolver, were sufficient to finance all of its
growth in the first three months of fiscal 2002.
The Company estimates that its capital expenditures for fiscal 2002 will be
approximately $100,000 to $105,000, substantially all of which will be related
to the construction of 20 new Cracker Barrel stores and nine new Logan's
restaurants. On September 12, 2001, the Company reduced its entire bank credit
facility to $250,000 from $350,000 and converted its $50,000 term loan into a
revolving loan.
On September 17, 2001, the Company announced that the Board of Directors
had authorized the repurchase of up to 3 million shares of the Company's common
stock. The purchases are to be made from time to time in the open market at
prevailing market prices. During the first quarter, the Company repurchased
484,200 shares of its common stock for total consideration of $9,596 or $19.82
per share. The Company presently expects to complete this share repurchase
authorization during fiscal 2002.
Management believes that cash at November 2, 2001, along with cash
generated from the Company's operating activities and its available revolving
credit facility, will be sufficient to finance its continued operations, its
remaining share repurchase authorization and its continued expansion plans
through fiscal 2003. At November 2, 2001, the Company had $115,000 available
under its revolving credit facility. The Company estimates that it will generate
excess cash of approximately $60,000 after capital expenditures in fiscal 2002
which it intends to apply toward its current share repurchase authorization. The
Company's principal criteria for share repurchases are that they be accretive to
earnings per share and that they do not unfavorably affect the Company's
investment grade debt rating.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 7A of the Company's Annual Report on Form 10-K for the fiscal year
ended August 3, 2001, and filed with the Commission on October 12, 2001, is
incorporated in this item of this report by this reference.
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
CBRL Group, Inc.
Lebanon, Tennessee
We have reviewed the accompanying condensed consolidated balance sheet of CBRL
Group, Inc. and subsidiaries as of November 2, 2001, and the related condensed
consolidated statements of income and cash flows for the quarters ended November
2, 2001 and October 27, 2000. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of CBRL
Group, Inc. and subsidiaries as of August 3, 2001, and the related consolidated
statements of income, shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated September 13, 2001, we
expressed an unqualified opinion on those financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of August 3, 2001 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
December 12, 2001
PART II
Item 1. Legal Proceedings
-----------------
Part I, Item 3 of the Company's Annual Report on Form
10-K filed October 12, 2001, is incorporated in this
Form 10-Q by this reference. See also Note 10 to the
Company's Condensed Consolidated Financial Statements
filed in Part I, Item I of this Quarterly Report on
Form 10-Q, which also is incorporated in this item of
this report by this reference.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Annual Meeting of shareholders was held on
November 27, 2001.
(b) Proxies for the meeting were solicited in accordance
with Regulation 14 of the Securities Exchange Act of
1934: there was no solicitation in opposition to
management's nominees and all of management's
nominees were elected. Each director is elected to
serve for a 1-year term.
(c) The following sets forth the results of voting on
each matter at the annual meeting:
Proposal 1 - Election of Directors.
WITHHOLD
FOR AUTHORITY
--- ---------
Robert V. Dale 48,712,845 1,950,664
Dan W. Evins 47,584,162 3,079,347
Edgar W. Evins 47,554,737 3,108,772
Robert C. Hilton 48,714,752 1,948,757
Charles E. Jones, Jr. 47,033,844 3,629,665
Charles T. Lowe, Jr. 48,680,013 1,983,496
B. F. Lowery 47,001,488 3,662,021
Gordon L. Miller 48,674,686 1,988,823
Martha M. Mitchell 47,025,431 3,638,078
Jimmie D. White 48,160,142 2,503,367
Michael A. Woodhouse 48,706,300 1,957,209
Proposal 2 - To approve the selection of Deloitte and
Touche LLP as the Company's independent auditors for
the 2002 fiscal year.
Votes cast for 49,675,883
Votes cast against 911,157
Votes cast to abstain 76,469
Proposal 3 - To consider and take action on a
shareholder proposal, requesting that the Board of
Directors implement non-discriminatory policies
relating to sexual orientation.
Votes cast for 6,506,144
Votes cast against 29,953,636
Votes cast to abstain 2,838,430
Broker non-votes 11,365,299
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following exhibits are filed pursuant to Item 601
of Regulation S-K
(15)Letter regarding unaudited financial information.
(b) On September 13, 2001, the Company filed a Current Report on
Form 8-K, Item 5 to report the Company's quarterly and fiscal
year end results and the Company's comments on current trends
and earnings targets for fiscal 2002, all as had been
announced concurrently by a press release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CBRL GROUP, INC.
Date: 12/12/01 By /s/Lawrence E. White
---------- ------------------------------------------------
Lawrence E. White, Senior Vice President/Finance
and Chief Financial Officer
Date: 12/12/01 By /s/Patrick A. Scruggs
---------- ------------------------------------------------
Patrick A. Scruggs, Assistant Treasurer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
15 Letter regarding unaudited financial information
December 12, 2001 CBRL Group, Inc. Lebanon, Tennessee 37088-0787 We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited interim financial information of CBRL Group, Inc. and subsidiaries for the quarters ended November 2, 2001 and October 27, 2000, as indicated in our report dated December 12, 2001; because we did not perform an audit, we expressed no opinion on that information. We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended November 2, 2001, is incorporated by reference in Registration Statement Nos. 2-86602, 33-15775, 33-37567, 33-45482, 333-01465, 333-71384 and 333-81063 on Forms S-8 and Registration Statement No. 33-59582 on Form S-3. We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. DELOITTE & TOUCHE LLP Nashville, Tennessee