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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): January 9, 2023 (January 9, 2023)

 

 

 

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Tennessee   001-25225   62-0812904

(State or Other Jurisdiction

of Incorporation) 

  (Commission File Number)

(IRS Employer

Identification No.) 

         

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

 

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below 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 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered

Common Stock (Par Value $0.01) Rights to Purchase Series A Junior Participating Preferred Stock (Par Value $0.01)

  CBRL   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 7.01.Regulation FD Disclosure.

 

On January 9-10, 2023, members of management of Cracker Barrel Old Country Store, Inc. (the “Company”) will be meeting with members of the investment community in conjunction with the 2023 ICR Conference, an annual industry event. A copy of the presentation deck (the “Presentation”) to be referred to by management at such meetings, which includes matters of potential interest to investors, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

All statements made in the Presentation and incorporated by reference herein other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or those of the industries and markets in which the Company participates, to differ materially from the Company’s expectations of future results, performance or achievements expressed or implied by these forward-looking statements. The Company’s past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed in the Presentation due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year 2022 filed on September 27, 2022, and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Presentation and the forward-looking statements contained therein speak only as of the date thereof. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in the Presentation, whether as a result of new information, future events, changed circumstances or any other reason.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No. Description
   
 99.1ICR Conference 2023 Presentation
   
 104Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 

 

 

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, hereunto duly authorized.

 

Date: January 9, 2023 

CRACKER BARREL OLD COUNTRY STORE, INC.
   
  By: /s/ Richard M. Wolfson
  Name: Richard M. Wolfson
  Title: Senior Vice President, General Counsel and Corporate Secretary

 

 

 

Exhibit 99.1

 

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January 2023Investor Presentation

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Forward Looking Statements and Safe Harbor TreatmentAll statements made in this Presentation and in any commentary provided by the Company’s management in connection herewith other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.A reader or listener should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause the Company's actual results, performance or achievements, or those of the industries and markets in which the Company participates, to differ materially from the Company's expectations of future results, performance or achievements expressed or implied by these forward-looking statements.The Company's past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed in this Presentation and management’s commentary due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year 2022 filed on September 27, 2022, and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission.This presentation and the forward-looking statements contained therein and in management’s commentary speak only as of January 9, 2023. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in this Presentation or management’s commentary, whether as a result of new information, future events, changed circumstances or any other reason.2

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Who we Are Cracker Barrel was founded in 1969 in Middle Tennessee, where we are still headquartered today.We own and operate two unique brands: Cracker Barrel Old Country Store, which is the core brand, and Maple Street Biscuit Company, which was acquired in 2019.Cracker Barrel provides a friendly home-away-from-home in our old country store and restaurant. Our guests are cared for like family while relating and enjoying real home-style food and shopping that’s surprisingly unique, genuinely fun and reminiscent of America’s country heritage…all at a fair price.Since 1969, Cracker Barrel’s mission has been Pleasing People. 3

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Cracker Barrel is a unique & differentiated brand 45 $4.9M 665 ~20% 3 $12.13 StatesAverage Unit VolumesCompany-Owned StoresRetail RevenueDayparts ServedAverageCheck 4

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18-2411%25-3412%35-4414%45-5420%55-6417%65+26%Guest Mix by Age Breakfast25%Lunch39%Dinner36%Sales by DaypartSource: Sense360 credit card data, Internal Data.Note: Guest age mix data is for three months ending October 2022. 5The Cracker Barrel brand has broad and diverse appealMULTI-GENERATIONAL DRAWALL THREE DAYPARTS HAVE SIGNIFICANT BUSINESS

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Cracker Barrel has an expansive footprint across 45 states and still has room to grow6 *Includes first store opening in 1969 *

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Maple Street complements the Cracker Barrel brand7Identified the fast casual breakfast space as an underserved market, and one where we had the credibility to enter Maple Street shares many commonalities with Cracker Barrel: scratch-made cooking, a culture of hospitality, and craveable, homestyle foodUrban and suburban growth opportunity with Maple Street’s smaller footprint and appealing store economicsCracker Barrel’s resources and expertise across several functional areas create cross-brand synergies to help accelerate Maple Street’s unit growthAttractive unit economics and franchisablemodel

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Strategic Initiatives 8

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9 Our growth strategy capitalizes… …on our competitive advantages: Authentic Experiential Brand Caring Hospitality culture Homestyle Food & Retail Assortment …to deliver the following objectives:Grow traffic by earning one more visit from current guests per yearAttract new customers via new occasions and revenue sources Deliver a scalable & resilient business model9

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Reinforcing homestyle craveabilityand value to a broad guest base Dinner menu revamp complete (Signature Fried Chicken Platform, etc.) Beer & Wine rollout completed to majority of the system Breakfast menu refresh phase 1 & Barrel BitesSummer202110Summer2022Summer/Fall 2022

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Diversified off-premise channel mix Channel Individual To - Go 3 rd Party Delivery Catering & Occasion Channel mix (~40% of off-premise sales)(~40% of off-premise sales)(~20% of off-premise sales)11

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Leveraging technology to enhance the in-store and off-premise guest experience Digital Marketing Digital Store In - Store Experience Loyalty Transform marketing & media strategy to focus on hyperlocal & personalized communications driving greater efficient marketing spend.Deliver intuitive & frictionless experience to drive guest frequency and channel use optimization.Bridge the digital store and in-store divide to enhance guest experience, drive check & frequency, and gain operational efficiencies.Build platform that rewards guest frequency and delivers quality 1st-party customer analytics.12

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603616624631637639645653660663664664667668247741445166712011201220132014201520162017201820192020202120222023(Low End)2023(High End) CBOCS MSBC Deliberate Unit Growth Maple Street was acquired in 2019, and unit count includes stores opened as Holler & Dash and franchised locations. 13

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Deliver a scalable & resilient business model Store Process & Systems Data & Analytics Capabilities Long-term commitment to evolving store process & systems including point-of-sale, food & labor management, manager tools and payment systems to create store efficiencies, enhance guest experience, simplify employee experience & establish cross-brand scalable platforms.Empower store & above-store management with accurate, accessible and near real-time insights to drive improved store operations, create efficiencies, enhance guest experience and drive incremental sales.14 14

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Business Performance and Capital Allocation 15

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16 To date, Q2 results have been in line with our previous expectations, despite the negative impact of severe weather, and we are reiterating our full-year outlook Full-Year OutlookContinue to expect total revenue growth of 6% to 8% for the full fiscal yearContinue to expect full-year commodity inflation of 8% to 9% with sequential moderation each quarterContinue to anticipate GAAP operating income margin rate in the low 4% range and adjusted operating income margin rate in the high 4% range for the full fiscal year*Q2 Outlook To date, Q2 performance has been in line with our previous expectations, despite the impact of unanticipated severe weatherExpect Q2 total revenue growth of approximately 6% compared to the prior year quarterContinue to expect low double digit commodity inflation in Q2 Continue to expect Q2 GAAP and adjusted operating income margin to be meaningfully below the prior year, with Q2 GAAP operating income margin of 3.3% to 3.7% and adjusted operating income margin of 3.6% to 4.0%*Note: Please see “Forward Looking Statements and Safe Harbor Treatment” slide. In particular, our Q2 outlook assumes no materially disruptive weather events in January. *See appendix for Non-GAAP reconciliation

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Overall sales recovery from pandemic has been meaningful, and key strategic initiatives are expected to support further revenue growthQuarter-EndedYear-Ended *Comparisons for periods ended 4/30/21 to 10/29/21 are vs. FY19. All other periods are vs. prior year. We calculate comparable store restaurant sales as described in our quarterly reports on Form 10-Q and annual reports on Form 10-K under the heading “KeyPerformance Indicators”. Comparable store restaurant sales exclude sales related to Maple Street Biscuit Company. 17 0.6%2.6%2.1%3.8%-41.7%-39.2%-16.4%-21.9%-8.6%-6.8%1.4%25.9%10.9%6.1%7.1%8/3/188/2/1911/1/191/31/205/1/207/31/2010/30/201/29/214/30/217/30/2110/29/211/28/20224/29/20227/29/202210/28/2022Comparable Restaurant Sales*

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Our retail business has delivered strong performance 18*Comparisons for periods ended 4/30/21 to 10/29/21 are vs. FY19. All other periods are vs. prior year. We calculate comparable store retail sales as described in our quarterly reports on Form 10-Q and annual reports on Form 10-K under the heading “Key Performance Indicators”. Comparable store retailsales exclude sales related to Maple Street Biscuit Company. 10.8%18.2%17.6%32.5%9.7%3.0%4.3%4/30/217/30/2110/29/211/28/20224/29/20227/29/202210/28/2022Comparable Retail Sales*

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Strong free cash flows driven by solid operating cash flows and disciplined capital investments Note: Free Cash Flow defined as Net Cash Provided by Operating Activities less Purchase of Property and Equipment, Net. See Appendix for Non-GAAP Reconciliation.*Excludes $199.5M in Purchase of Property and Equipment, Net related to the sale and leaseback transaction completed in fiscal 2020.19 $61$140$135$87$244$158$211$179$225$65$232$108$0$50$100$150$200 $250 $3002011201220132014201520162017201820192020*20212022($M)Free Cash Flow

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Balanced approach to capital allocationBoard and Management Team prioritize use of cash to:•Reinvest in the business to deliver continued success of Cracker Barrel and Maple Street•Invest in long-term growth drivers and new unit development•Return capital to shareholders through compelling dividend and share repurchase program 20

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Over $1.6 billion in cash returned to shareholders since 2011 21Note: Dividends Paid $53 $37 $49 $84 $96 $270 $197 $222 $193 $150 $67 $246 $0$50$100$150$200$250$300201120122013201420152016201720182019202020212022$MCash Returned to Shareholders Quarterly Dividend Special Dividend Share Repurchases

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Appendix22

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Non-GAAP ReconciliationIn the accompanying presentation, the Company provides its current outlook for adjusted operating income margin, a non-GAAP financial measure, for the second quarter and full year fiscal 2023. The Company’s adjusted operating income margin outlook excludes the expected non-cash amortization of the asset recognizedfrom the gains on the sale and leaseback transactions and expenses related to proxy contest and settlement expenses in connection with the Company’s 2022 annual meeting of shareholders. The Company believes presenting its current outlook for adjusted operating income margin that excludes these items provides investors with an enhanced understanding of the Company's expected margin performance and enhances comparability with the Company’s historical results. This information is not intended to be considered in isolation or as a substitute for operating income margin outlook reported in accordance with GAAP.23 Reconciliation of Full Year Fiscal 2023 Reported to Adjusted Operating Income Margin Outlook% of Total RevenueReported Operating Income Margin Outlook4.1%4.4%$12.7M non-cash amortization of the asset recognized from the gain on sale and leaseback transactions 0.4%0.4%$3.2M in expenses related to proxy contest & settlement0.1%0.1%Adjusted Operating Income Margin Outlook4.6%4.9% Reconciliation of Second Quarter Fiscal 2023 Reported to Adjusted Operating Income Margin Outlook % of Total Revenue Reported Operating Income Margin Outlook 3.3% 3.7% $3.2M non -cash amortization of the asset recognized from the gain on sale and leaseback transactions 0.3% 0.3% Adjusted Operating Income Margin Outlook 3.6% 4.0%

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Non-GAAP ReconciliationIn the accompanying presentation, the Company makes reference to its free cash flow for certain historical periods presented therein. The Company defines free cash flow as GAAP cash provided by operating activities, excluding the Company’s net expense for purchase of property and equipment and, for fiscal 2021, the proceeds from the Company’s sale and leaseback transactions that closed during the first quarter of that fiscal year. The Company believes excluding these items from its financial results provides an enhanced understanding of the Company's financial results and enhances comparability across periods. This information is not intended to be considered in isolation or as a substitute for cash provided by operating activities calculated in accordance with GAAP. Reconciliation of Free Cash Flow2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Net Cash Provided by Operating Activities$ 138 $ 220 $ 208 $ 178 $ 334 $ 271 $ 321 $ 331 $ 363 $ 161 $ 302 $ 205 Purchase of Property and Equipment (PPE), Net$ 78 $ 80 $ 74 $ 91 $ 90 $ 113 $ 110 $ 152 $ 138 $ 296 $ 70 $ 97 Excluding PPE, Net related to Sale and Leaseback Transaction$ -$ -$ -$ -$ -$ -$ -$ -$ -$ (200)$ -$ -Free Cash Flow$ 61 $ 140 $ 135 $ 87 $ 244 $ 158 $ 211 $ 179 $ 225 $ 65 $ 232 $ 108 24