- --------------------------------------------------------------------------------
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 8, 2004
-----------------
CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
- ------------- ----------- --------------
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
305 Hartmann Drive, Lebanon, Tennessee 37087
(615) 444-5533
Check the appropriate box if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR.13e-4(c))
- --------------------------------------------------------------------------------
Item 2.02. Results of Operations and Financial Condition.
On September 9, 2004, CBRL Group, Inc. issued the press release that is
furnished as Exhibit 99.1 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, with respect to fourth
quarter and year-end results, current sales trends, earnings guidance for the
first fiscal quarter and fiscal 2005, other information and the conference call
to be held to discuss this information.
Item 7.01. Regulation FD Disclosure.
The information set forth in Item 2.02 above is incorporated by reference
as if fully set forth herein.
On September 8, 2004, Cracker Barrel Old Country Store, Inc. ("Cracker
Barrel"), a wholly owned subsidiary of CBRL Group, Inc. (the "Company"), reached
agreement in principle to settle certain litigation pending against Cracker
Barrel. Final settlement documentation has been negotiated and upon receiving
appropriate signatures, which is expected to occur within the next few weeks,
dismissals with prejudice will be entered in the litigation in question.
The litigation being resolved by the announced settlements has been
previously described in the Company's reports filed with the Commission. See
Part II, Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter
ended April 30, 2004 filed with the Commission on June 2, 2004. The litigation
being resolved consists of:
(1) Serena McDermott and Jennifer Gentry v. Cracker Barrel Old Country
Store, Inc., 4:99-CV-0001-HLM (United States District Court for
the Northern District of Georgia ("NDG")), a collective action
under the federal Fair Labor Standards Act involving approximately
10,000 opt-in plaintiffs ("McDermott");
(2) Kelvis Rhodes, Maria Stokes et al. v. Cracker Barrel Old Country
Store, Inc., 4:99-CV-217-HLM (NDG), an action under Title VII of
the Civil Rights Act of 1964 and Section 1981 of the Civil Rights
Act of 1866 involving 13 individual plaintiffs;
(3) Flounice Stanley, Calvin Slack et al. v. Cracker Barrel Old
Country Store, Inc., 4:01-CV-326-HLM (NDG), a collective action
under the FLSA involving 3 remaining individual plaintiffs;
(4) National Association for the Advancement of Colored People, Betty
Thomas et al. v. Cracker Barrel Old Country Store, Inc.,
4:01-CV-325-HLM (NDG), an action under Title II of the Civil
Rights Act of 1964 and Section 1981 of the Civil Rights Act of
1866 involving 40 individual plaintiffs ("Thomas"), and of these
40 individual plaintiffs, 2 have elected not to participate in the
settlement; and
(5) actions similar to Thomas brought by 62 individual plaintiffs in
Arkansas, North Carolina and Mississippi.
Cracker Barrel has agreed to make payments totaling $8.7 million, including
all attorneys' fees, in complete settlement of the above described litigation.
Of that amount, $3.5 million pre-tax was previously accrued in fiscal 2001 when
Cracker Barrel made offers of judgment in the McDermott case.
As previously reported, Cracker Barrel entered into a consent order with
the U.S. Department of Justice resolving allegations similar to Thomas. Cracker
Barrel is currently implementing that consent order. Cracker Barrel did not
admit any wrongdoing and expressly denied wrongdoing. Cracker Barrel reached
agreement in order to avoid expensive and protracted litigation. The Company
views the settlements as prudent actions that are in the best interests of the
Company, its employees, its shareholders, and its guests.
These settlements will result in an after tax charge to net income of
approximately $3.3 million, or approximately $0.07 per diluted share, in the
fourth quarter of the fiscal year ended July 30, 2004. The total incremental
cost of these settlements, however, is believed to be less than the potential
expense of continuing to litigate and bringing these cases to conclusion. This
charge was not included in the Company's previously announced guidance of
expected diluted net income per share of $0.65-$0.68 for the fourth quarter. See
Exhibit 99 to the Company's Current Report on Form 8-K filed with the Commission
on June 17, 2004, which by this reference is incorporated herein as if copied
verbatim. Likewise, this charge does not account for the possible effects of any
insurance recoveries that might be received. The Company considers it premature
to estimate what those amounts might be, if any.
See the press release issued by Cracker Barrel furnished hereto as Exhibit
99.2 and incorporated by reference as if fully set forth herein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99.1 Press Release issued by CBRL Group, Inc. dated September 9, 2004.
99.2 Press Release issued by Cracker Barrel Old Country Store, Inc. dated
September 9, 2004.
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.
Dated: September 9, 2004 CBRL GROUP, INC.
By: James F. Blackstock
------------------------------------
Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary
[Exhibit 99.1]
POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
PHONE 615.443.9869
- --------------------------------------------------------------------------------
CBRL GROUP, INC.
- --------------------------------------------------------------------------------
[Logo of CBRL Group, Inc.]
Contact: Lawrence E. White
Senior Vice President/
Finance and
Chief Financial Officer
CBRL GROUP, INC. ANNOUNCES FISCAL 2004 FOURTH QUARTER AND YEAR-END RESULTS
Announces Effect of Settlement of Previously Disclosed Private Litigation and
Schedule for Press Releases to
Report Financial Results and Earnings Guidance,
Reports Sales Trends and Provides Guidance for Fiscal 2005
LEBANON, Tenn. (September 9, 2004) -- CBRL Group, Inc. (the "Company") (NASDAQ:
CBRL) today announced results for its fourth quarter of fiscal 2004 ended July
30, 2004, reporting diluted net income per share of $0.60, which included a
charge of $0.07 per diluted share related to settlement of certain previously
reported private lawsuits against its Cracker Barrel Old Country Store(R), Inc.
("Cracker Barrel") subsidiary. The settlement is discussed more fully later in
this press release and in a Form 8-K filed with the Securities and Exchange
Commission today. Before the effect of the settlement charge, the results were
in line with the Company's most recent guidance for the fiscal 2004 fourth
quarter of between $0.65-$0.68 per share, and down from $0.70 in the fourth
quarter of fiscal 2003. The settlement charge had an effect of $0.07 and $0.06
per diluted share on the quarter and full year, respectively. The Company
reported fiscal 2004 full-year diluted net income per share of $2.25, including
the $0.06 settlement charge, compared with $2.09 in fiscal 2003. In addition,
the Company reported sales trends for August of fiscal 2005, guidance for the
first quarter and full year of fiscal 2005, and announced a change to the future
timing and content of its regular press releases for reporting financial results
and earnings guidance during fiscal 2005.
Highlights of the fiscal 2004 fourth-quarter and year-end results and
fiscal 2005 sales trends include:
- Reached a mediated settlement in principle on long-outstanding
litigation resulting in a charge to diluted net income per share of
$0.07 for the fourth quarter and $0.06 for the full year.
- Diluted net income per share for the full year of fiscal 2004 was up
7.7% (10.5% before the effect of the $0.06 settlement charge), and
net income was up 6.3% (9.5% before the settlement charge) from
fiscal 2003 on an 8.3% increase in total revenue.
- Diluted net income per share for the fourth quarter of fiscal 2004
was down 14.3% (4.3% before the effect of the $0.07 settlement
charge), and net income was down 15.8% (6.4% before the settlement
charge) from the fourth quarter of fiscal 2003 on a 4.7% increase in
total revenue.
- Comparable store restaurant sales for the fourth fiscal quarter were
down 0.6% for the Company's Cracker Barrel operations, and comparable
store retail sales at Cracker Barrel were down 3.1%.
- Comparable restaurant sales for the fourth fiscal quarter were up
5.6% in the Company's Logan's Roadhouse(R) ("Logan's") restaurants.
- Full-year fiscal 2004 comparable store restaurant sales for Cracker
Barrel were up 2.0% from fiscal 2003, marking the fifth consecutive
year of positive comparable store restaurant sales at Cracker Barrel,
and comparable store retail sales for the full fiscal year increased
5.3%.
- Full-year fiscal 2004 comparable restaurant sales for Logan's
increased 4.8%.
- Operating income margin for the full fiscal year decreased 0.1% as a
percent of revenue compared with a year earlier, but increased 0.1%
before the settlement charge.
- Net cash provided by operating activities for the full fiscal year
was approximately $200 million, marking five consecutive years in
which cash provided by operating activities has exceeded cash used
for capital expenditures (purchase of property and equipment) and the
fourth consecutive year this excess was more than $50 million.
- Comparable store restaurant sales for the four weeks ended August 27,
2004, the first month of fiscal 2005, increased 1.8% in Cracker
Barrel and 3.9% in Logan's. Comparable store retail sales in Cracker
Barrel were down 1.6% in the period. (See discussion below on new
reporting being adopted in fiscal 2005).
Fourth-Quarter Fiscal 2004 Results
The Company also noted Cracker Barrel's announcement that yesterday it had
reached a settlement in principle of certain previously reported lawsuits that
alleged discrimination in employment and public accommodation as well as
violations of the Fair Labor Standards Act. Under terms of the settlement,
Cracker Barrel will pay $8.7 million to various parties in order to resolve the
litigation. The Company previously accrued $3.5 million before taxes in fiscal
2001 related to certain of the cases, resulting in a net charge now being
recorded in its fourth quarter of fiscal 2004 of approximately $3.3 million
after taxes, or $0.07 per diluted share for the fourth quarter and $0.06 per
diluted share for the full fiscal year.
Total revenue for the fourth fiscal quarter ended July 30, 2004 of $607.5
million increased 4.7% from the fourth fiscal quarter of 2003. Comparable store
restaurant sales for the fourth quarter for the Cracker Barrel concept decreased
0.6%, including a 1.9% higher average check, 1.7% of which reflected menu price
increases, and 2.5% lower guest traffic. Comparable store retail sales at
Cracker Barrel decreased 3.1% for the quarter. Logan's comparable restaurant
sales for the quarter were up 5.6% as average check increased 4.6%, which
included approximately 3.0% of menu price increases, and guest traffic increased
1.0%. During the quarter, the Company opened eight new Cracker Barrel units and
one new franchised Logan's location.
The Company reported net income for the fourth quarter of fiscal 2004 of
$29.9 million, or $0.60 per diluted share, down from net income of $35.5 million
and diluted net income per share of $0.70 for the fourth quarter of fiscal 2003.
Fourth quarter fiscal 2004 net income and diluted net income per share included
after-tax litigation settlement charges of $3.3 million and $0.07 per diluted
share, respectively, before which net income was $33.3 million and diluted net
income per share was $0.67. Before the settlement charges, the reported diluted
net income per share results were in line with the Company's most recent
guidance of diluted net income per share of $0.65-$0.68 for the fourth quarter
of fiscal 2004.
Operating income for the fourth quarter declined 14.9% from the prior year
and fell from 9.9% of total revenue for the fourth quarter of fiscal 2003 to
8.0% in the fourth quarter of fiscal 2004. The decline in operating income
margin reflected litigation settlement charges (included in general and
administrative expense), higher cost of goods sold, including the effects of a
mid-single digit percentage increase in overall commodity costs, and higher
labor and other operating expenses, partly offset by lower bonus expenses.
Commenting on the fourth-quarter results, CBRL Group, Inc. President and
Chief Executive Officer Michael A. Woodhouse said, "We are pleased that Cracker
Barrel has reached the mediated litigation settlement. Apart from the charge
associated with the settlement, we achieved our earnings guidance for the fourth
quarter in an environment of widely-reported weakening sales trends in the
industry and significant ongoing commodity cost pressures. We were encouraged by
improvements in comparable store restaurant sales trends at both Cracker Barrel
and Logan's from the early part of the quarter, as Cracker Barrel recovered to
positive to last year and Logan's was up approximately 6% in fiscal July.
"Despite these external factors, we continue to focus on operational
execution in our restaurants, and we were very pleased to receive recognition
from consumers that we are delivering outstanding experiences for our guests. We
were very proud to mark the 35th anniversary of Cracker Barrel by being named
`Best Family Dining Chain in America' for the 14th consecutive year by
Restaurants and Institutions magazine. Also, in J.D. Power and Associates'
inaugural study of customer satisfaction in the restaurant industry, Cracker
Barrel scored the highest among family dining chains in overall customer
satisfaction in its core market regions and the second highest in those regions
among all family and casual dining chains."
Full-Year Fiscal 2004 Results
For the full fiscal year ended July 30, 2004, the Company reported revenue
of $2.4 billion compared with $2.2 billion for fiscal 2003, an increase of 8.3%.
Comparable store restaurant sales for Cracker Barrel were up 2.0% from a year
ago, including a 1.7% increase in average check and 0.3% higher guest traffic,
while retail sales increased 5.3%. Fiscal 2004 marked the fifth consecutive full
year of positive comparable store restaurant sales at Cracker Barrel. Logan's
comparable restaurant sales for fiscal 2004 increased 4.8% from fiscal 2003,
with average check rising 1.7% and guest traffic increasing 3.1%. The Company
opened 24 Cracker Barrel units, and 11 company-operated and four franchised
Logan's restaurants during fiscal 2004.
Operating income for fiscal 2004 increased 6.4% from fiscal 2003, including
the effect of the settlement charge, but operating margin of 7.8% of total
revenue was 0.1% below prior year. Before the settlement charge, operating
income improved 9.3% from fiscal 2003, and operating income margin improved as a
percent of total revenue from 7.9% in fiscal 2003 to 8.0% in fiscal 2004. Net
income for the full year increased to $113.3 million, or $2.25 per diluted
share, from $106.5 million, or $2.09 per diluted share, for the full year fiscal
2003, reflecting increases of 6.3% and 7.7%, respectively (before the settlement
charge the increases were 9.5% and 10.5%, respectively).
Net cash provided by operating activities was $200.4 million for fiscal
2004, $55.8 million more than the Company's $144.6 million in capital
expenditures (purchase of property and equipment). This marks five consecutive
years where net cash provided by operating activities exceeded the Company's
capital expenditure outlays and the fourth consecutive year this excess was more
than $50 million. In fiscal 2004, the excess net cash was used toward the
repurchase of 1.8 million shares of the Company's common stock for $69.2
million. Since beginning its share repurchase activities in fiscal 1999, the
Company has repurchased 22.7 million shares for $593.7 million. The Company also
increased its dividend payments in fiscal 2004 by over $15 million.
No share repurchases were made during the Company's fourth fiscal quarter.
Shortly after the Company announced a new 2-million share repurchase
authorization during the quarter, mediation activity in the pending litigation
(settlement of which is being announced by Cracker Barrel today) intensified.
Accordingly, the Company suspended share repurchases during these discussions,
which at any time during their course could have resulted in a mediated
settlement. Now that a final settlement has been reached in principle and
disclosed, the Company expects to resume its share repurchase activity.
Woodhouse commented on the full-year results, saying, "We are pleased that,
apart from the effects of the settlement charge, we delivered double-digit
growth in diluted net income per share and an improvement in operating income
margin during a year marked by extraordinarily unfavorable factors in commodity
markets.
"We continue to expect to generate strong cash flow well in excess of our
capital expenditure needs, and we have a clear strategy for managing our capital
structure and returning capital to our shareholders through dividends and share
repurchases. We believe that we have two strong brands with experienced
leadership teams in place who will guide us to achievement of our long-term
operating and financial objectives."
Sales Trends
The Company urges caution in considering its current trends and the
earnings guidance disclosed in this press release. The restaurant industry is
highly competitive, and trends and guidance are subject to numerous factors and
influences, some of which are discussed in the cautionary language at the end of
this press release. The Company disclaims any obligation to update disclosed
information on trends or targets other than in its periodic filings under Forms
10-K, 10-Q, and 8-K with the Securities and Exchange Commission.
The Company announced that it is changing its protocol for regularly
reporting sales results and earnings guidance. The expected calendar of dates
for the Company's expected press releases announcing results is at the end of
this release. The primary changes are that the Company will begin reporting
comparable store sales results for its fiscal monthly periods, instead of on a
quarter-to-date basis, and does not expect to provide updated earnings guidance
with every sales update. The Company believes that these changes will make the
timing of disclosure of its results more consistent with that of many others in
the restaurant industry and improve comparability of sales results from update
to update. The Company has provided a table at the end of this release
reflecting comparable store sales for each period of fiscal 2004 under the new
reporting protocol for comparison.
The Company reported that Cracker Barrel's comparable store restaurant
sales for August of fiscal 2005 (the four weeks ending August 27, 2004)
increased 1.8%, including an increase of 2.9% in average check, of which
approximately 1.7% reflected menu price increases. This increase compares with
the comparable store restaurant sales increase of 1.5% in the August period of
fiscal 2004. Comparable retail sales for Cracker Barrel in fiscal August
decreased 1.6% (compared with an 8.5% increase in the August period of fiscal
2004), including the unfavorable comparison for the last day of the fiscal
period to a porch sale event over Labor Day weekend last year. A porch sale was
held this year also over Labor Day weekend, but the holiday fell one week later
this year. Logan's comparable store restaurant sales grew 3.9% in the August
period versus a year ago (compared with 0.9% in August of fiscal 2004),
including 5.2% higher average check, of which 3.0% reflected higher menu prices.
The Company indicated that there were no apparent net material sales impacts
from either adverse weather or the Olympics in August, although certain
individual stores did lose sales during Hurricane Charley.
To aid in the transition to the new reporting protocol, the Company also
reported quarter-to-date sales trends for the nearly six-week period of its
first fiscal quarter in 2005. This is the final reporting of sales trends under
the previous quarter-to-date approach. Quarter-to-date comparable store
restaurant sales at Cracker Barrel increased approximately 2% from prior year,
including approximately 3% higher average check, of which approximately 1.5-2%
reflected menu price increases. Comparable store retail sales at Cracker Barrel
decreased approximately 1.5-2% quarter-to-date. Logan's quarter-to-date
comparable restaurant sales increased approximately 4.5%, including an increase
of approximately 5% in average check, of which approximately 3% reflected higher
menu prices and approximately 0.2% reflected increased alcohol sales as a
percent of total sales. Quarter-to-date sales trends reflected the effect of
store closings caused by Hurricane Frances during the Labor Day weekend. The
Company estimates that quarter-to-date comparable store restaurant sales were
reduced by approximately 0.5-1% at Cracker Barrel and approximately 0-0.5% at
Logan's as a result lost sales from Hurricane Frances. Retail sales appear to
have been affected by a greater amount, approximately 1-1.5%, because of the
lost or reduced porch sale in many locations.
Woodhouse commented on the trends, "We are pleased by the sequential
improvements in Cracker Barrel's restaurant sales trends, and by the
continuation of Logan's solid sales performance. These results represent a good
start for our fiscal year."
Fiscal 2005 Earnings Guidance
The Company's present guidance for diluted net income per share for the
first quarter of fiscal 2005, which ends October 29, 2004, is for a percentage
increase up to the mid-single digits from $0.56 in the year-ago quarter on total
percentage revenue growth in the high single digits. Earnings guidance reflects
many assumptions, many of which cannot be known, including, very importantly,
sales expectations. The Company presently expects comparable store restaurant
sales for the full first quarter to be up approximately 1-3% at Cracker Barrel
and up approximately 4-5% at Logan's, with comparable store retail sales at
Cracker Barrel expected to be flat to up approximately 2% compared with the
year-ago quarter. The Company presently expects operating income margins for the
quarter to be down slightly from prior year, primarily reflecting that fact that
the Company has not yet lapped the significant commodity cost increases that
began in the second quarter of the prior fiscal year. The Company presently
expects to open five new Cracker Barrel units in the first quarter, of which one
has already opened, and seven new Logan's company-operated units, of which three
have already opened.
For the full-year of fiscal 2005, the Company presently expects a
percentage increase in diluted net income per share in the mid-teens from $2.31
(excluding the effects of the settlement charge) for fiscal 2004 on total
revenue of approximately $2.6 billion and operating margin approximately flat to
prior year (excluding the effects of the settlement charge). During the year,
the Company presently expects to open 25 new Cracker Barrel units and 18 new
Logan's company-owned and five new franchised restaurants. The Company presently
expects full-year cash provided by operating activities to exceed its $160-165
million projected capital expenditure requirements by as much as $100-110
million. This would represent the sixth consecutive year in which cash provided
by operations exceeded outlays for the purchase of property and equipment and
the fifth consecutive year that the excess was at least $50 million. As noted
above, the Company presently expects to resume repurchasing shares of its common
stock in the first quarter of fiscal 2005, and it has 2.9 million shares
remaining to repurchase under existing authorizations.
In addition to the many risks and uncertainties listed at the end of the
narrative portion of this press release, the Company notes a certain specific
risk that is excluded from its guidance, but which likely would have a material
impact on its guidance if it occurred. The Company noted that its earnings
guidance does not include the potential effect of a change in accounting rules
for convertible debt proposed by the Emerging Issues Task Force (EITF 04-08) of
the Financial Accounting Standards Board that would require the use of
"if-converted" accounting for contingently convertible debt regardless of
whether the contingency allowing debt holders to convert is met. Under current
rules (FAS 128), contingently issuable shares should be included as diluted
shares outstanding only when the contingency is met. The present contingent
conversion share price is $48.21, and the Company's convertible notes may not
actually be converted unless its common shares close at this price for 20 of the
last 30 trading days of the present fiscal quarter. This contingent conversion
price increases over time. Should the rule change be adopted, the Company would
be required to include approximately 4.6 million shares in its diluted shares
outstanding related to its convertible debt. Had the accounting been in effect
in fiscal 2004, the Company would have reported diluted net income per share of
approximately $2.12 instead of $2.25, including the effect of the settlement
charge. The likelihood and timing of implementation of the rule change is
uncertain. The Company noted that, if implemented, the change would have no
economic effect because the terms of the notes would be unchanged. The Company
has not yet determined what response or change in policy, if any, it would make
if the new accounting took effect.
Fiscal 2004 Fourth-Quarter Conference Call
The live broadcast of CBRL Group's quarterly conference call will be
available to the public on-line at www.vcall.com or www.cbrlgroup.com today
beginning at 11:00 a.m. (EDT). The on-line replay will follow immediately and
continue through September 16, 2004.
Fiscal 2005 Calendar for Press Releases Disclosing Financial Results
As noted earlier, the Company will change its calendar for scheduled
press releases disclosing its financial results and earnings guidance during
fiscal 2005. Dates and content of press releases are preliminary and subject to
change. The expected schedule is as follows:
September 9, 2004: Financial results for fourth quarter of fiscal 2004, earnings
guidance for first quarter and full year of fiscal 2005, sales results for 4
weeks ending August 27, 2004
September 28, 2004: Sales results for 4 weeks ending September 24, 2004,
update to earnings guidance for first quarter
November 2, 2004: Sales results for 5 weeks ending October 29, 2004, no earnings
guidance
November 18, 2004: Financial results for first quarter of fiscal 2005,earnings
guidance for second quarter of fiscal 2005
November 30, 2004: Sales results for 4 weeks ending November 26, 2004, no
earnings guidance
December 28, 2004: Sales results for 4 weeks ending December 24, 2004, update
to earnings guidance for second quarter
February 1, 2005: Sales results for 5 weeks ending January 28, 2005, no earnings
guidance
February 17, 2005: Financial results for second quarter of fiscal 2005, earnings
guidance for third quarter of fiscal 2005
March 1, 2005: Sales results for 4 weeks ending February 25, 2005, no
earnings guidance
March 29, 2005: Sales results for 4 weeks ending March 25, 2005, update to
earnings guidance for third quarter
May 3, 2005: Sales results for 5 weeks ending April 29, 2005, no earnings
guidance
May 19, 2005: Financial results for third quarter of fiscal 2005, earnings
guidance for fourth quarter of fiscal 2005
May 31, 2005:Sales results for 4 weeks ending May 27, 2005, no earnings guidance
June 28, 2005: Sales results for 4 weeks ending June 24, 2005,update to guidance
for fourth quarter
August 2, 2005: Sales results for 5 weeks ending July 29, 2005
September 8, 2005: Financial results for fourth quarter of fiscal 2005,
earnings guidance for first quarter of fiscal 2006, sales results for 4 weeks
ending August 26, 2005.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates
505 Cracker Barrel Old Country Store restaurants and gift shops located in 41
states and 110 company-operated and 20 franchised Logan's Roadhouse restaurants
in 18 states.
Except for specific historical information, many of the matters discussed
in this press release 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 CBRL Group, Inc. and
its subsidiaries to differ materially from those expressed or implied by this
discussion. 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",
"outlook", "plans", "projection", "may", "will", "would", "expect", "intend",
"estimate", "anticipate", "believe", "potential" or "continue" (or the negative
or other derivatives of each of these terms) or similar terminology. Factors
which could materially affect actual results include, but are not limited to:
changes in or implementation of additional governmental or regulatory rules,
regulations and interpretations affecting accounting (including but not limited
to, accounting for convertible debt under EITF 04-08), tax, wage and hour
matters, health and safety, pensions, insurance or other undeterminable areas;
the effects of uncertain consumer confidence or general or regional economic
weakness on sales and customer travel activity; the ability of the Company to
identify, acquire and sell successful new lines of retail merchandise;
commodity, workers' compensation, group health and utility price changes;
consumer behavior based on concerns over nutritional or safety aspects of the
Company's products or restaurant food in general; competitive marketing and
operational initiatives; the effects of plans intended to improve operational
execution and performance; the actual results of pending or threatened
litigation or governmental investigations and the costs and effects of negative
publicity associated with these activities; practical or psychological effects
of terrorist acts or war and military or government responses; 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; disruptions to
the company's restaurant or retail supply chain; changes in foreign exchange
rates affecting the Company's future retail inventory purchases; the
availability and cost of acceptable sites for development and the Company's
ability to identify such sites; changes in accounting principles generally
accepted in the United States of America or changes in capital market conditions
that could affect valuations of restaurant companies in general or the Company's
goodwill in particular; increases in construction costs; changes in interest
rates affecting the Company's financing costs; and other factors described from
time to time in the Company's filings with the SEC, press releases, and other
communications.
CBRL GROUP, INC.
CONSOLIDATED INCOME STATEMENT
(Unaudited)
(In thousands, except per share amounts)
Fourth Quarter Ended Fiscal Year Ended
--------------------------------------- ------------------------------------------
7/30/04 8/1/03 Change 7/30/04 8/1/03 Change
---------- ----------- -------- ------------- ----------- --------
Total revenue $ 607,499 $ 580,335 5% $ 2,380,947 $ 2,198,182 8%
Cost of goods sold 195,558 182,460 7 785,703 703,915 12
---------- ----------- ------------- -----------
Gross profit 411,941 397,875 4 1,595,244 1,494,267 7
Labor & other related expenses 226,077 214,600 5 880,617 819,957 7
Other store operating expenses 105,077 97,785 7 403,002 378,343 7
---------- ----------- ------------ -----------
Store operating income 80,787 85,490 (6) 311,625 295,967 5
General and administrative 31,964 28,088 14 126,489 121,886 4
---------- ----------- ------------ -----------
Operating income 48,823 57,402 (15) 185,136 174,081 6
Interest expense 2,146 2,233 (4) 8,444 8,892 (5)
Interest income -- -- -- 5 73 (93)
---------- ----------- ------------ -----------
Pretax income 46,677 55,169 (15) 176,697 165,262 7
Provision for income taxes 16,758 19,650 (15) 63,435 58,733 8
---------- ----------- ------------ -----------
Net income $ 29,919 $ 35,519 (16) $ 113,262 $ 106,529 6
========== =========== ============ ===========
Earnings per share:
Basic $ 0.61 $ 0.74 (18) $ 2.32 $ 2.16 7
========== =========== ============ ===========
Diluted $ 0.60 $ 0.70 (14) $ 2.25 $ 2.09 8
========== =========== ============ ===========
Weighted average shares:
Basic 48,731 48,271 1 48,877 49,274 (1)
Diluted 49,801 50,460 (1) 50,370 50,998 (1)
Ratio Analysis
- --------------
Net sales:
Restaurant 82.1% 81.5% 79.5% 79.7%
Retail 17.8 18.4 20.4 20.2
---------- ----------- ------------ -----------
Total net sales 99.9 99.9 99.9 99.9
Franchise fees and royalties 0.1 0.1 0.1 0.1
---------- ----------- ------------ -----------
Total revenue 100.0 100.0 100.0 100.0
Cost of goods sold 32.2 31.4 33.0 32.0
---------- ----------- ------------ -----------
Gross profit 67.8 68.6 67.0 68.0
Labor & other related expenses 37.2 37.0 37.0 37.3
Other store operating expenses 17.3 16.9 16.9 17.2
--------- ----------- ------------ -----------
Store operating income 13.3 14.7 13.1 13.5
General and administrative 5.3 4.8 5.3 5.6
---------- ----------- ------------ -----------
Operating income 8.0 9.9 7.8 7.9
Interest expense 0.4 0.4 0.4 0.4
Interest income -- -- -- --
---------- ----------- ------------ -----------
Pretax income 7.6 9.5 7.4 7.5
Provision for income taxes 2.7 3.4 2.6 2.7
---------- ----------- ------------ -----------
Net income 4.9% 6.1% 4.8% 4.8%
========== ========== ============ ===========
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
(In thousands)
7/30/04 8/1/03
------------ -------------
Assets
Cash and cash equivalents $ 28,775 $ 14,389
Other current assets 174,265 161,670
Property and equipment, net 1,118,573 1,040,315
Goodwill 92,882 92,882
Other assets 20,367 17,067
------------ ------------
Total assets $ 1,434,862 $ 1,326,323
============ ============
Liabilities and Stockholders' Equity
Accounts payable $ 53,295 $ 82,172
Other current liabilities 193,487 164,542
Long-term debt 185,138 186,730
Other long-term obligations 122,695 97,983
Stockholders' equity 880,247 794,896
------------ ------------
Total liabilities and stockholders' equity $ 1,434,862 $ 1,326,323
============ ============
CONSOLIDATED CONDENSED CASH FLOW STATEMENT
(Unaudited)
(In thousands)
Fiscal Year Ended
-----------------------------
7/30/04 8/1/03
----------- -----------
Cash flows from operating activities:
Net income $ 113,262 $ 106,529
Depreciation and amortization 63,868 64,376
Loss on disposition of property and equipment 3,334 903
Accretion on zero-coupon notes 5,408 5,254
Net changes in other assets and liabilities 14,493 63,524
----------- -----------
Net cash provided by operating activities 200,365 240,586
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (144,611) (120,921)
Proceeds from sale of property and equipment 945 1,968
----------- -----------
Net cash used in investing activities
(143,666) (118,953)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 150,000 353,200
Principal payments under long-term obligations (157,125) (366,287)
Deferred financing costs (1) (1,205)
Proceeds from exercise of stock options 50,210 59,649
Purchase and retirement of common stock (69,206) (166,632)
Dividends on common stock (16,191) (1,043)
----------- -----------
Net cash used in financing activities (42,313) (122,318)
----------- -----------
Net increase (decrease) in cash and cash equivalents 14,386 (685)
Cash and cash equivalents, beginning of period 14,389 15,074
----------- -----------
Cash and cash equivalents, end of period $ 28,775 $ 14,389
=========== ===========
CBRL GROUP, INC.
Supplemental Information
(Unaudited)
As of As of
7/30/04 8/1/03
--------------- ----------
Common shares outstanding 48,769,368 47,872,542
=============== ==========
Units in operation:
Cracker Barrel 504 480
Logan's Roadhouse - company-owned 107 96
----------- ---------
Total company-owned units 611 576
Logan's Roadhouse - franchised 20 16
----------- ---------
System-wide units 631 592
=========== =========
Fourth Quarter Ended Fiscal Year Ended
Net sales in company-owned stores: 7/30/04 8/1/03 7/30/04 8/1/03
------------- ------------- -------------- -------------
(In thousands)
Cracker Barrel - restaurant $ 416,913 $ 403,272 $ 1,574,030 $ 1,480,148
Cracker Barrel - retail 107,966 106,880 486,433 443,397
------------- ------------- -------------- -------------
Cracker Barrel - total 524,879 510,152 2,060,463 1,923,545
Logan's Roadhouse 82,003 69,683 318,457 273,213
------------- ------------- -------------- -------------
Total net sales 606,882 579,835 2,378,920 2,196,758
Franchise fees and royalties 617 500 2,027 1,424
------------- ------------- -------------- -------------
Total revenue $ 607,499 $ 580,335 $ 2,380,947 $ 2,198,182
============= ============= ============== =============
Operating weeks - company-owned stores:
Cracker Barrel 6,501 6,204 25,501 24,308
Logan's Roadhouse 1,391 1,248 5,353 4,792
Average comparable store sales -
company-owned stores: (In thousands)
Cracker Barrel - restaurant $ 838.4 $ 843.2 $ 3,217.3 $ 3,154.1
Cracker Barrel - retail 214.1 221.0 988.4 938.9
------------- ------------- -------------- -------------
Cracker Barrel - total $ 1,052.5 $ 1,064.2 $ 4,205.7 $ 4,093.0
============= ============= ============== =============
Logan's Roadhouse $ 760.8 $ 720.6 $ 3,040.2 $ 2,899.9
============= ============= ============== =============
Capitalized interest $ 187 $ 118 $ 615 $ 463
============= ============= ============== =============
Monthly Comparable Store Sales History
Percentage Changes from Prior Year
Fiscal Months
Cracker Barrel Logan's
Fiscal 2004 Restaurant Sales Average Check Retail Sales Sales Average Check
- ----------- ---------------- ------------- ------------ ----- -------------
Four weeks ending August 29, 2003 1.5% 1.3% 8.5% 0.9% -0.3%
Four weeks ending September 26, 2003 0.9 1.5 11.6 1.0 -0.2
Five weeks ending October 31, 2003 1.5 1.5 10.6 2.7 0.2
Four weeks ending November 28, 2003 2.1 1.0 10.0 4.1 0.6
Four weeks ending December 26, 2003 -0.5 1.4 4.6 2.1 0.6
Five weeks ending January 30, 2004 5.2 1.7 8.5 6.5 1.0
Four weeks ending February 27, 2004 6.6 2.1 9.8 6.9 1.4
Four weeks ending March 26, 2004 4.7 2.0 2.3 7.0 1.3
Five weeks ending April 30, 2004 3.7 2.1 6.9 6.3 1.6
Four weeks ending May 28, 2004 -3.5 1.6 -4.7 5.7 3.7
Four weeks ending June 25, 2004 1.5 2.0 -3.1 5.5 4.4
Five weeks ending July 30, 2004 0.1 2.1 -1.9 6.1 5.3
Fiscal 2005
- -----------
Four weeks ending August 27, 2004 1.8% 2.9% -1.6% 3.9% 5.2%
-END-
[Exhibit 99.2]
[Logo of Cracker Barrel Old Country Store, Inc.]
For Immediate Release Contact: Julie Davis
- --------------------- 615/443-9266
CRACKER BARREL RESOLVES LAWSUITS WITH
NAACP AND PRIVATE PLAINTIFFS
LEBANON, TN - (September 9, 2004) - Donald Turner, President and Chief Operating
Officer for Cracker Barrel Old Country Store, Inc., today announced the
resolution of all of the public accommodations cases that have been brought or
supported by the National Association for the Advancement of Colored People
against Cracker Barrel. Turner said, "This matter has been resolved to
everyone's satisfaction and the parties are now ready to move forward. Cracker
Barrel is very pleased with this settlement."
Cracker Barrel Old Country Store, Inc. operates 505 company-owned
restaurants and retail stores in 41 states. The company is a wholly-owned
subsidiary of the publicly held CBRL Group, Inc. (Nasdaq: CBRL).
###
