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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 28, 2004
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CBRL GROUP, INC.
Tennessee 0-25225 62-1749513
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
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))
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Item 7.01. Regulation FD Disclosure.
On December 28, 2004, CBRL Group, Inc. issued the press release that is
furnished as Exhibit 99 to this Current Report on Form 8-K, which by this
reference is incorporated herein as if copied verbatim, with respect to its
reporting of comparable store sales for the four-week period ending December 24,
2004.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements. None
(b) Pro Forma Financial Information. None
(c) Exhibits.
99 Press Release issued by CBRL Group, Inc. dated December 28, 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: December 28, 2004 CBRL GROUP, INC.
By: /s/ James F. Blackstock
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Name: James F. Blackstock
Title: Senior Vice President, General
Counsel and Secretary
POST OFFICE BOX 787
LEBANON, TENNESSEE
37088-0787
[CBRL GROUP Inc. logo] PHONE 615.443.9869
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CBRL GROUP, INC.
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Contact: Lawrence E. White
Senior Vice President/
Finance and Chief
Financial Officer
(615) 443-9869
CBRL GROUP, INC. REPORTS DECEMBER SALES AND UPDATES EARNINGS
GUIDANCE FOR FISCAL 2005
LEBANON, Tenn. (December 28, 2004) -- CBRL Group, Inc. (the "Company") (NASDAQ:
CBRL) today reported comparable store sales for the four-week period ending
December 24, 2004. It also updated its earnings guidance for fiscal 2005 to
reflect implementation of a change in accounting for contingently convertible
debt under Emerging Issues Task Force (EITF) Issue No. 04-8, which will become
effective for the Company's second fiscal quarter. Apart from the accounting
change, the Company would be reaffirming its most recent guidance for the second
quarter and full year.
The Company reported that comparable store restaurant sales for the four
weeks ending Friday, December 24, 2004 in its Cracker Barrel Old Country
Store(R) ("Cracker Barrel") units were up 7.3% from the comparable period last
year, with an approximately 4.0% higher average check, including approximately
3.4% higher menu pricing. Cracker Barrel comparable store retail sales in
December were down 1.5%. Comparable restaurant sales in the Company's Logan's
Roadhouse(R) restaurants in December were up 7.0%, with an approximately 4.0%
higher average check, including approximately 3.2% higher menu pricing. The
Company noted that restaurant sales were affected favorably in December by the
shift in timing of the Christmas holiday from fiscal December last year to
fiscal January this year. The Company estimated that comparable store restaurant
sales were increased by approximately 2.5-3.5% at Cracker Barrel and Logan's as
a result of this shift. Comparable store retail sales were increased by an
estimated 3.5-4.5% by the holiday shift and a stronger effect than last year
from three employee appreciation days in December.
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 on Forms
10-K, 10-Q, and 8-K with the Securities and Exchange Commission.
The Company updated its guidance for the second fiscal quarter and the full
fiscal year of 2005 to reflect implementation of EITF 04-8. As discussed in the
Company's November 18, 2004 press release announcing first-quarter results, EITF
04-8, which was recently issued by the Financial Accounting Standards Board,
requires that "if-converted" accounting be used for contingently convertible
debt regardless of whether the contingency allowing debt holders to convert is
met. As a result of the rule change, the Company is required, beginning in the
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CBRL Reports December Sales and Updates Earnings Guidance
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December 28, 2004
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second quarter of fiscal 2005, to include approximately 4.6 million shares in
its diluted shares outstanding related to its convertible debt, and to deduct
from net income the interest and financing cost associated with this debt, in
calculating diluted net income per share. The Company is also required to
restate certain prior-period results to reflect the change. A table was provided
in the November 18, 2004 press release showing restated diluted net income per
share for the full fiscal years of 2002, 2003 and 2004, and each quarter of
fiscal 2004 and the first quarter of fiscal 2005. The change in accounting has
no effect on the Company's results of operations, financial condition, or terms
of its convertible debt, but rather only affects the computation of diluted net
income per share.
The Company's present guidance for diluted net income per share for the
second quarter of fiscal 2005, which ends January 28, 2005, is for a percentage
increase up to the low double digits compared to the restated $0.54 per share in
the second quarter of last year. For the full year, the Company presently
expects a percentage increase in diluted net income per share in the mid-teens
above the restated $2.20 in fiscal 2004 (excluding a settlement charge taken in
the fourth quarter of last year). As previously disclosed, the Company's
guidance includes the effect of the accounting change by which the Company
presently expects diluted net income per share to be reduced by approximately
three cents in each of the second and third quarters, approximately five cents
in the fourth quarter and approximately 15 cents for the full fiscal year.
Headquartered in Lebanon, Tennessee, CBRL Group, Inc. presently operates
514 Cracker Barrel Old Country Store restaurants and gift shops located in 41
states and 118 company-operated and 21 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:
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; the
effects of plans intended to improve operational execution and performance;
competitive marketing and operational initiatives; the availability and cost of
acceptable sites for development and the Company's ability to identify such
sites; 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;
consumer behavior based on concerns over nutritional or safety aspects of the
Company's products or restaurant food in general; changes in or implementation
of additional governmental or regulatory rules, regulations and interpretations
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CBRL Reports December Sales and Updates Earnings Guidance
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December 28, 2004
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affecting accounting, tax, wage and hour matters, health and safety, pensions,
insurance or other undeterminable areas; practical or psychological effects of
terrorist acts or war and military or government responses; disruptions to the
Company's restaurant or retail supply chain; changes in foreign exchange rates
affecting the Company's future retail inventory purchases;; the actual results
of pending or threatened litigation or governmental investigations and the costs
and effects of negative publicity associated with these activities; 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.
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