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United States securities and exchange commission logo
March 6, 2024
Craig Pommells
Chief Financial Officer
Cracker Barrel Old Country Store, Inc.
305 Hartmann Drive
Lebanon, TN 37087-4779
Re: Cracker Barrel Old
Country Store, Inc.
Form 10-K for the
Fiscal Year Ended July 28, 2023
Form 8-K Filed
February 27, 2024
File No. 001-25225
Dear Craig Pommells:
We have reviewed your
filing and have the following comment(s).
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K Filed February 27, 2024
Exhibit 99.1 - Press Release issued by Cracker Barrel Old Country Store,
Inc. dated February 27,
2024
Adjusted Operating Income and Earnings Per Share, page 8
1. The format of your
reconciliation appears to constitute a non-GAAP income statement.
Please modify your
presentation in future filings or tell us why your current presentation
is consistent with
Question 102.10 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations. In your response, please provide us with a sample of your
proposed disclosure.
2. We note your adjustment
for the non-cash amortization of the asset recognized from the
gains on your sale and
leaseback transactions has the effect of reversing some of the
accounting effects for
these transactions. Please tell us whether you consider this
adjustment an
individually tailored accounting principle, and if so please modify your
future disclosure
accordingly. Refer to Question 100.04 of the Non-GAAP Financial
Measures Compliance and
Disclosure Interpretations.
Craig Pommells
Cracker Barrel Old Country Store, Inc.
March 6, 2024
Page 2
3. Please tell us the basis for your adjustments for CEO transition
expenses, strategic
transformation initiative expenses, corporate restructuring charges
and employee benefits
policy change. In your response, please elaborate upon the nature of
these expenses.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact James Giugliano at 202-551-3319 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameCraig Pommells Sincerely,
Comapany NameCracker Barrel Old Country Store, Inc.
Division of
Corporation Finance
March 6, 2024 Page 2 Office of Trade &
Services
FirstName LastName