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 February 1, 2002
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
------- ----------
55,657,809 Shares of Common Stock
Outstanding as of March 1, 2002
PART I
Item 1. Financial Statements
CBRL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
(Unaudited)
February 1, August 3,
2002 2001*
---- -----
ASSETS
Current assets:
Cash and cash equivalents $ 18,173 $ 11,807
Receivables 9,128 10,201
Inventories 108,994 116,590
Prepaid expenses 10,461 10,019
Deferred income taxes 6,573 6,573
---------- ----------
Total current assets 153,329 155,190
Property and equipment - net 969,711 955,028
Goodwill - net 92,882 92,882
Other assets 10,712 9,772
---------- ----------
Total assets $1,226,634 $1,212,872
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 47,672 $ 64,939
Accrued expenses 120,083 132,110
Current maturities of long-term debt and other long-term
obligations 105 200
---------- ----------
Total current liabilities 167,860 197,249
---------- ----------
Long-term debt 135,000 125,000
---------- ----------
Other long-term obligations 46,239 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 February 1, 2002, 55,431,802
shares issued and outstanding and at August 3, 2001,
55,026,846 shares issued and outstanding 554 550
Additional paid-in capital 140,880 149,073
Retained earnings 736,101 696,485
---------- ----------
Total shareholders' equity 877,535 846,108
---------- ----------
Total liabilities and shareholders' equity $1,226,634 $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 Six Months Ended
------------------------ ------------------------
February 1, January 26, February 1, January 26,
2002 2001 2002 2001
---- ---- ---- ----
Net sales $ 522,240 $ 484,093 $1,017,233 $ 951,157
Franchise fees and royalties 262 174 482 365
---------- ---------- ---------- ----------
Total revenue 522,502 484,267 1,017,715 951,522
Cost of goods sold 181,732 174,539 344,932 330,611
---------- ---------- ---------- ----------
Gross profit 340,770 309,728 672,783 620,911
Labor & other related expenses 191,308 173,728 378,203 347,018
Other store operating expenses 87,204 83,756 169,232 163,554
---------- ---------- ---------- ----------
Store operating income 62,258 52,244 125,348 110,339
General and administrative 28,014 23,969 58,748 50,599
Amortization of goodwill -- 999 -- 1,997
---------- ---------- ---------- ----------
Operating income 34,244 27,276 66,600 57,743
Interest expense 1,328 3,298 3,081 6,776
Interest income -- 35 -- 54
---------- ---------- ---------- ----------
Income before income taxes 32,916 24,013 63,519 51,021
Provision for income taxes 11,784 8,957 22,740 19,031
---------- ---------- ---------- ----------
Net income $ 21,132 $ 15,056 $ 40,779 $ 31,990
========== ========== ========== ==========
Net earnings per share:
Basic $ .38 $ .27 $ .74 $ .56
========== ========== ========== ==========
Diluted $ .37 $ .26 $ .72 $ .56
========== ========== ========== ==========
Weighted average shares:
Basic 55,498 56,633 55,217 56,666
========== ========== ========== ==========
Diluted 57,595 57,600 56,888 57,215
========== ========== ========== ==========
See notes to condensed consolidated financial statements.
CBRL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
-------------------------
February 1, January 26,
2002 2001
---- ----
Cash flows from operating activities:
Net income $ 40,779 $ 31,990
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 30,019 31,638
Gain on disposition of property and equipment (84) (8)
Changes in assets and liabilities:
Inventories 7,596 (373)
Accounts payable (17,267) (5,212)
Other current assets and other current liabilities (11,396) (9,268)
Other assets and other long-term liabilities 566 5,195
--------- ---------
Net cash provided by operating activities 50,213 53,962
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment (45,781) (55,009)
Proceeds from sale of property and equipment 1,336 141,366
--------- ---------
Net cash (used in) provided by investing activities (44,445) 86,357
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 273,600 171,500
Principal payments under long-term debt and other
long-term obligations (263,650) (307,618)
Proceeds from exercise of stock options 35,950 3,436
Purchases and retirement of common stock (44,139) (10,852)
Dividends on common stock (1,163) (1,185)
--------- ---------
Net cash provided by (used in) financing activities 598 (144,719)
--------- ---------
Net increase (decrease) in cash and cash equivalents 6,366 (4,400)
Cash and cash equivalents, beginning of period 11,807 13,865
--------- ---------
Cash and cash equivalents, end of period $ 18,173 $ 9,465
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the six months for:
Interest $ 3,625 $ 7,003
Income taxes 32,146 28,707
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 February 1, 2002 and the
related condensed consolidated statements of income and cash flows for the
quarters and six-month periods ended February 1, 2002 and January 26, 2001, have
been prepared by CBRL Group, Inc. and subsidiaries (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 six-month period ended February 1,
2002 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 six-month
period ended January 26, 2001 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 end 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 and six-month period ended February 1, 2002 cannot be considered
indicative of the operating results for the full fiscal year.
4. Inventories
-----------
Inventories were comprised of the following at:
February 1, August 3,
2002 2001
---- ----
Retail $ 78,612 $ 87,445
Restaurant 15,520 15,853
Supplies 14,862 13,292
-------- --------
Total $108,994 $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 Six Months Ended
----------------------- ------------------------
February 1, January 26, February 1, January 26,
2002 2001 2002 2001
---- ---- ---- ----
Net sales:
Restaurant $ 391,176 $ 354,403 $ 786,913 $ 724,445
Retail 131,064 129,690 230,320 226,712
---------- ---------- ---------- ----------
Total net sales $ 522,240 $ 484,093 $1,017,233 $ 951,157
========== ========== ========== ==========
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 conducted the initial test of the
carrying value of its goodwill, as required by SFAS No. 142, during the second
quarter of fiscal 2002, which ended February 1, 2002, and concluded that there
was no current indication of impairment to goodwill. 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.
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:
Second Quarter Ended Second Quarter Ended Six Months Ended Six Months Ended
February 1, 2002 January 26, 2001 February 1, 2002 January 26, 2001
---------------- ---------------- --------------- ----------------
Net income, as reported $21,132 $15,056 $40,779 $31,990
Intangible amortization,
net of $0 tax -- 999 -- 1,997
------- ------- ------- -------
Net income, pro forma $21,132 $16,055 $40,779 $33,987
======= ======= ======= =======
Basic earnings per share:
Net income, as reported $ .38 $ .27 $ .74 $ .56
Intangible amortization,
net of $0 tax -- .01 -- .04
------- ------- ------- -------
Net income, pro forma $ .38 $ .28 $ .74 $ .60
======= ======= ======= =======
Diluted earnings per share:
Net income, as reported $ .37 $ .26 $ .72 $ .56
Intangible amortization,
net of $0 tax -- .02 -- .03
------ ------- ------- -------
Net income, pro forma $ .37 $ .28 $ .72 $ .59
====== ======= ======= =======
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 or six-month periods ended February 1, 2002 and January 26, 2001.
10. Litigation
----------
As is 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. The Company has recorded a provision of $3,500 in the
consolidated financial statements in the fourth quarter of fiscal 2001 with
respect to one of these lawsuits. There has been no material development in
either of these lawsuits during the quarter ended February 1, 2002.
In addition, the Company was informed on December 11, 2001 that the lawyers
representing the plaintiffs in the cases described in the preceding paragraph
intend to file two new lawsuits against the Company's subsidiary Cracker Barrel
Old Country Store, Inc., one alleging additional wage and hour claims, the other
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
these potential new claims vigorously. Because neither claim has been formally
served to date, neither the likelihood of an unfavorable outcome nor the amount
of ultimate liability, if any, with respect to these claims 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 or potential claims, the Company's
results of operations, financial position and liquidity could be materially and
adversely affected.
In addition to the litigation described in the preceding paragraphs, the
Company is a party to other legal proceedings incidental to its business. In the
opinion of management, based upon information currently available, the ultimate
liability with respect to these other actions will not materially affect the
Company's consolidated financial statements.
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 through
February 1, 2002, 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; the actual results of pending or threatened
litigation; the effects of negative publicity; adverse weather conditions;
commodity, workers' compensation, 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; 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 and six-month period ended
February 1, 2002 as compared to the same periods a year ago:
Quarter Ended Six Months Ended
----------------------- -----------------------
February 1, January 26, February 1, January 26,
2002 2001 2002 2001
---- ---- ---- ----
Net sales 100.0% 100.0% 100.0% 100.0%
Franchise fees and royalties -- -- -- --
----- ----- ----- -----
Total revenue 100.0 100.0 100.0 100.0
Cost of goods sold 34.8 36.0 33.9 34.7
----- ----- ----- -----
Gross profit 65.2 64.0 66.1 65.3
Labor & other related expenses 36.6 35.9 37.2 36.5
Other store operating expenses 16.7 17.3 16.6 17.2
----- ----- ----- -----
Store operating income 11.9 10.8 12.3 11.6
General and administrative 5.4 5.0 5.8 5.3
Amortization of goodwill -- 0.2 -- 0.2
----- ----- ----- -----
Operating income 6.5 5.6 6.5 6.1
Interest expense 0.2 0.7 0.3 0.7
Interest income -- -- -- --
----- ----- ----- -----
Income before income taxes 6.3 4.9 6.2 5.4
Provision for income taxes 2.3 1.8 2.2 2.0
----- ----- ----- -----
Net income 4.0% 3.1% 4.0% 3.4%
===== ===== ===== =====
Average Comparable Store Sales Analysis
Quarter Ended Six Months Ended
----------------------- -----------------------
February 1, January 26, February 1, January 26,
2002 2001 2002 2001
---- ---- ---- ----
Cracker Barrel (422 and 414 stores
for the quarter and six
months, respectively)
Net sales:
Restaurant $ 747.6 $ 693.2 $1,523.8 $1,433.8
Retail 295.6 283.4 521.6 506.6
-------- ------- -------- --------
Total net sales $1,043.2 $ 976.6 $2,045.4 $1,940.4
======== ======= ======== ========
Logan's (61 and 59 restaurants for $ 732.4 $ 707.1 $1,467.9 $1,430.7
======== ======= ======== ========
the quarter and six months,
respectively)
Total Revenue
- -------------
Total revenue for the second quarter of fiscal 2002 increased 7.9% compared
to last year's second quarter. At the Cracker Barrel Old Country Store ("Cracker
Barrel") concept, comparable store restaurant sales increased 7.8% and
comparable retail sales increased 4.3%, for a combined comparable store sales
(total net sales) increase of 6.8%. The comparable store restaurant sales
increase consisted of a 2.7% average check increase for the quarter and a 5.1%
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 3.6%, which consisted of a 0.1%
average check increase and a 3.5% guest traffic increase. Sales from new Cracker
Barrel and Logan's stores primarily accounted for the balance of the total
revenue increase in the second 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.
Total revenue for the six-month period ended February 1, 2002, increased
7.0% compared to the six-month period ended January 26, 2001. At the Cracker
Barrel concept, comparable store restaurant sales increased 6.3% and comparable
retail sales increased 3.0%, for a combined comparable store sales (total net
sales) increase of 5.4%. The comparable store restaurant sales increase
consisted of a 3.1% average check increase for the six months and a 3.2% guest
traffic increase. Comparable store retail sales increased primarily due to the
increase in restaurant guest traffic. At the Logan's concept, comparable store
sales increased 2.6%, which consisted of a 0.2% average check increase and a
2.4% guest traffic increase. Sales from new Cracker Barrel and Logan's stores
primarily accounted for the balance of the total revenue increase in the
six-month period ended February 1, 2002, 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 second quarter
of fiscal 2002 decreased to 34.8% from 36.0% in the second 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
average check, improvements in Cracker Barrel store-level execution, higher
initial mark-ons and lower butter and egg prices. These decreases were partially
offset by higher potato prices and higher markdowns of retail merchandise versus
the prior year.
Cost of goods sold as a percentage of total revenue for the six-month
period ended February 1, 2002, decreased to 33.9% from 34.7% in the six-month
period ended January 26, 2001. 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 average check, improvements in Cracker Barrel
store-level execution and higher initial mark-ons. These decreases were
partially offset by higher beef, rib, butter, cheese and potato prices and
higher markdowns of retail merchandise 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 36.6% in the second quarter this year
from 35.9% last year. This increase was primarily due to increases in wages,
increases under the store-level bonus programs, and increases in workers'
compensation costs. These increased workers' compensation costs reflect higher
than expected claims cost development (as determined annually by an independent
actuarial evaluation) from claims incurred in prior fiscal years. The Company
does not expect this increased workers' compensation claims development trend to
continue. These increases were partially offset by higher average check,
improved volume and lower group health costs.
Labor and other related expenses as a percentage of total revenue increased
to 37.2% in the six-month period ended February 1, 2002 from 36.5% in the
six-month period ended January 26, 2001. This increase was primarily due to
increases in wages, increases under the store-level bonus programs and increases
in workers' compensation costs. These increased workers' compensation costs
reflect higher than expected claims cost development (as determined annually by
an independent actuarial evaluation) from claims incurred in prior fiscal years.
The Company does not expect this increased workers' compensation claims
development to continue to the same degree. These increases were partially
offset by higher average check 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 16.7% in the second
quarter of fiscal 2002 from 17.3% in the second quarter of last year. This
decrease was primarily due to lower utility costs and operating supplies versus
the prior year, lower advertising spending at Cracker Barrel compared to a year
ago, higher average check and improved volume partially offset by higher general
liability insurance costs versus the prior year.
Other store operating expenses as a percentage of total revenue decreased
to 16.6% in the six-month period ended February 1, 2002 from 17.2% in the
six-month period ended January 26, 2001. This decrease was primarily due to
lower utility costs versus the prior year, lower advertising spending at Cracker
Barrel compared to a year ago, higher average check and improved volume
partially offset by higher general liability insurance costs versus the prior
year.
General and Administrative Expenses
- -----------------------------------
General and administrative expenses as a percentage of total revenue
increased to 5.4% in the second quarter of fiscal 2002 from 5.0% in the second
quarter of last year. This increase was primarily due to bonus accruals
reflective of performance improvements and various staffing and infrastructure
changes not in place a year ago partially offset by higher average check and
improved volume.
General and administrative expenses as a percentage of total revenue
increased to 5.8% in the six-month period ended February 1, 2002 from 5.3% in
the six-month period ended January 26, 2001. This increase was primarily due to
bonus accruals reflective of performance improvements and various staffing and
infrastructure changes not in place a year ago partially offset by higher
average check and improved volume.
Interest Expense
- ----------------
Interest expense decreased to $1,328 in the second quarter of fiscal 2002
from $3,298 in the first quarter of last year. The decrease primarily resulted
from lower average interest rates and lower average outstanding debt during the
second quarter as compared to last year.
Interest expense decreased to $3,081 in the six-month period ended February
1, 2002 from $6,776 in the six-month period ended January 26, 2001. The decrease
primarily resulted from lower average interest rates and lower average
outstanding debt during the six-month period ended February 1, 2002 as compared
to the same period last year.
Interest Income
- ---------------
Interest income decreased to $0 in the second quarter of fiscal 2002 from
$35 in the second quarter of last year. The decrease was primarily due to no
funds available for investment during the second quarter as compared to last
year.
Interest income decreased to $0 in the six-month period ended February 1,
2002 from $54 in the six-month period ended January 26, 2001. The decrease was
primarily due to no funds available for investment during the six-month period
ended February 1, 2002 as compared to the same period 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 six months 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 on August 4, 2001, 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 $50,213 for the
six-month period ended February 1, 2002. Most of this cash was provided by net
income adjusted for depreciation and amortization. Increases in other assets and
decreases in accounts payable and other current liabilities were partially
offset by decreases in inventories and other current assets and increases in
other long-term obligations.
Capital expenditures were $45,781 for the six-month period ended February
1, 2002. Construction of new stores and land purchases accounted for
substantially all of these expenditures. Capitalized interest was $87 and $197
for the quarter and six-month period ended February 1, 2002 as compared to $261
and $583 for the quarter and six-month period ended January 26, 2001. This
difference was primarily due to lower borrowing costs as compared to a year ago.
In the first quarter of fiscal 2001, the Company completed a sale-leaseback
transaction involving 65 of its owned Cracker Barrel units. Under the
transaction, the land, buildings and building improvements at the locations were
sold for net consideration of $138,325 and have been leased back for an initial
term of 21 years. Equipment was not included. The leases include specific
renewal options for up to 20 additional years and have certain financial
covenants related to fixed charge coverage for the leased units. Net rent
expense during the initial lease term will be $14,963 annually, and the assets
sold and leased back previously had depreciation expense of $2,707 annually. The
gain on the sale will be amortized over the initial lease term of 21 years. The
net proceeds from the sale were used to reduce the Company's long-term debt by
$138,300 by reducing the Company's outstanding borrowing under the revolving
bank credit facility.
The Company's internally generated cash, along with cash at August 3, 2001,
the Company's new operating leases, proceeds from stock option exercises, and
the Company's available revolver, were sufficient to finance all of its growth,
share repurchases and other cash payment obligations in the first six 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. As of February 1, 2002, the Company had repurchased
1,663,300 shares of its common stock for total consideration of $44,139 or
$26.54 per share. The Company presently expects to complete this share
repurchase authorization during fiscal 2002.
For the six-month period ended February 1, 2002, the Company received
proceeds of $35,950 from the exercise of stock options on 2,068,256 shares of
its common stock.
Management believes that cash at February 1, 2002, along with cash
generated from the Company's operating activities, stock option exercises 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 February 1, 2002, the Company
had $115,000 available under its revolving credit facility. The Company
estimates that its operations and stock option exercises will generate excess
cash of approximately $110,000 after capital expenditures in fiscal 2002 which
it intends to apply toward completing its current share repurchase authorization
with the remaining excess cash to be used for future share repurchase
authorizations or debt reduction.
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 (collectively, the "Company") as of February 1,
2002, and the related condensed consolidated statements of income and cash flows
for the quarters and six-month periods ended February 1, 2002 and January 26,
2001. 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
March 7, 2002
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 and Use of Proceeds
-----------------------------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Part II, Item 4 of the Company's Quarterly Report on Form 10-Q
filed December 14, 2001, is incorporated in this Form 10-Q by
this reference.
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) None during the quarter ended February 1, 2002.
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: 3/7/02 By /s/Lawrence E. White
-------- ------------------------------------------------
Lawrence E. White, Senior Vice President/Finance
and Chief Financial Officer
Date: 3/7/02 By /s/Patrick A. Scruggs
-------- -------------------------------------------------
Patrick A. Scruggs, Assistant Treasurer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
15 Letter regarding unaudited financial information
March 7, 2002 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 and six-month periods ended February 1, 2002 and January 26, 2001, as indicated in our report dated March 7, 2002; 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 February 1, 2002, 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