0001558370-24-013061 | 10-K | XBRL Viewer | Cracker Barrel OLD Country Store INC

Inventories

12 Months Ended

Aug. 02, 2024

3.	Inventories

Inventories were comprised of the following at:


	August 02, 2024		July 28, 2023
Retail	$	138,278	$	145,175
Restaurant		25,829		24,427
Supplies		16,851		19,762
Total	$	180,958	$	189,364

Nature of Operations and Summary of Significant Accounting Policies

12 Months Ended

Aug. 02, 2024

Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations and Summary of Significant Accounting Policies

1.	Nature of Operations and Summary of Significant Accounting Policies

Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in the Notes, the “Company”) are principally engaged in the operation and development in the United States (“U.S.”) of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept.

Basis of Presentation

Fiscal year – The Company’s fiscal year ends on the Friday nearest July 31st and each quarter consists of thirteen weeks unless noted otherwise. The periods presented in the Company’s financial statements are the fiscal years ended August 02, 2024 (“2024”), July 28, 2023 (“2023”) and July 29, 2022 (“2022”), respectively. Each of these periods has 52 weeks except for 2024, which consisted of 53 weeks. Similarly, references in these Notes to a year or quarter are to the Company’s fiscal year or quarter unless expressly noted or the context clearly indicates otherwise.

GAAP – The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

Principles of consolidation – The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated.

Use of estimates – Management of the Company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods to prepare these Consolidated Financial Statements in conformity with GAAP. Management believes that such estimates have been based on reasonable and supportable assumptions and that the resulting estimates are reasonable for use in the preparation of the Consolidated Financial Statements. Actual results, however, could differ from those estimates.

Summary of Significant Accounting Policies

Cash and cash equivalents – The Company’s policy is to consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts receivable – Accounts receivable represent their estimated net realizable value. Accounts receivable are written off when they are deemed uncollectible.

Inventories – Cost of restaurant inventory is determined by the first‑in, first‑out (“FIFO”) method. Retail inventories are valued using the retail inventory method (“RIM”) except at the retail distribution center which are valued using moving average cost. Approximately 60% of retail inventories are valued using RIM. Retail inventories valued using RIM are stated at the lower of cost or market. Cost of restaurant inventory and retail inventory valued using moving average cost are stated at the lower of cost and net realizable value. See Note 3 for additional information regarding the components of inventory.

Valuation provisions are included for retail inventory obsolescence, retail inventory shrinkage, returns and amortization of certain items. The estimate of retail inventory shrinkage is adjusted upon physical inventory counts. Annual physical inventory counts are conducted based upon a cyclical inventory schedule. An estimate of shrinkage is recorded for the time period between physical inventory counts by using a two-year average of the physical inventories’ results on a store-by-store basis.

Property and equipment – Property and equipment are stated at cost. For financial reporting purposes, depreciation and amortization on these assets are computed by use of the straight‑line and double‑declining balance methods over the estimated useful lives of the respective assets, as follows:


		Years
Buildings and improvements		30-45
Restaurant and other equipment		2-10
Leasehold improvements		1-35

Accelerated depreciation methods are generally used for income tax purposes.

Total depreciation expense and depreciation expense related to store operations for each of the three years are as follows:


	2024		2023			2022
Total depreciation expense	$	110,938	$	103,691	$	102,297
Depreciation expense related to store operations*		103,169		96,339		96,243

*Depreciation expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.

Gain or loss is recognized upon disposal of property and equipment. The asset and related accumulated depreciation and amortization amounts are removed from the accounts.

Maintenance and repairs, including the replacement of minor items, are charged to expense and major additions to property and equipment are capitalized.

Impairment of long-lived assets – The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total expected future cash flows are less than the carrying value of the asset, the carrying value is written down, for an asset to be held and used, to the estimated fair value or, for an asset to be disposed of, to the fair value, net of estimated costs of disposal. Any loss resulting from impairment is recognized by a charge to income. During 2024 and 2023, the Company recorded impairment charges of $15,616 and $11,692, respectively, for long-lived assets which are included in the impairment and store closing costs line on the Consolidated Statements of Income.

Goodwill and other intangible assets – The Company accounts for all transactions that represent business combinations using the acquisition method of accounting, where the identifiable assets acquired and the liabilities assumed are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as estimated amounts. Adjustments to these estimated amounts during the measurement period (defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired and the liabilities assumed has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. Goodwill and other intangibles are evaluated for impairment annually on June 1 or more frequently if events occur or circumstances change that, more likely than not, reduce the fair value of the reporting unit below its carrying value. The Company’s goodwill consisted of its 100% ownership of Maple Street Biscuit Company (“MSBC”), a breakfast and lunch fast casual concept. In 2024, the Company determined that the entire amount of the goodwill was impaired and recorded an impairment charge of $4,690 which is recorded in the goodwill impairment line on the Consolidated Statement of Income.

Other intangibles primarily consist of the MSBC tradename and liquor licenses. The MSBC tradename was capitalized as an indefinite-lived intangible asset and, at both August 02, 2024 and July 28, 2023, was $20,960. The costs of obtaining non-transferable liquor licenses that are directly issued by local government agencies for nominal fees are expensed as incurred. The costs of purchasing transferable liquor licenses through open markets in jurisdictions with a limited number of authorized liquor licenses are capitalized as indefinite-lived intangible assets. Liquor licenses capitalized as intangible assets were $3,365 and $2,290, respectively, at August 02, 2024 and July 28, 2023.

Segment reporting – Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Using these criteria, the Company manages its business on the basis of one reportable operating segment (see Note 6 for additional information regarding segment reporting).

Unredeemed gift cards and certificates – Unredeemed gift cards and certificates represent a liability of the Company related to unearned income and are recorded at their expected redemption value. No revenue is recognized in connection with the point-of-sale transaction when gift cards or gift certificates are sold. Any amounts remitted to states under escheat or similar laws reduce the Company’s deferred revenue liability and have no effect on revenue or expense while any amounts that the Company is permitted to retain are recorded as revenue. See “Revenue recognition” section in this Note and Note 7 for information regarding breakage.

Revenue recognition – Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide food and beverages is satisfied. The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, the Company provides for estimated returns based on return history and sales levels. The Company’s policy is to present sales in the Consolidated Statements of Income on a net presentation basis after deducting sales tax.

Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Consolidated Statements of Income over the expected redemption period. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption. See Note 7 for additional information regarding revenue recognition.

Insurance – The Company self-insures a significant portion of its workers’ compensation and general liability programs. The Company purchases insurance for individual workers’ compensation claims that exceed $750 or $1,000 depending on the state in which the claim originates. The Company purchases insurance for individual general liability claims that exceed $500.

The Company records a reserve for workers’ compensation and general liability for all unresolved claims and for an estimate of incurred but not reported claims (“IBNR”). These reserves and estimates of IBNR claims are based upon a full scope actuarial study which is performed annually during the Company’s fourth quarter and is adjusted by the actuarially determined losses and actual claims payments made subsequent to this full scope actuarial study during the fourth quarter. Additionally, the Company performs limited scope actuarial studies on a quarterly basis to verify and/or modify the Company’s reserves. The reserves and losses in the actuarial study represent a range of possible outcomes within which no given estimate is more likely than any other estimate. As such, the Company records the losses at the lower half of that range and discounts them to present value using a risk-free interest rate based on projected timing of payments. The Company also monitors actual claims development, including incurrence or settlement of individual large claims during the interim periods between actuarial studies as another means of estimating the adequacy of its reserves.

The Company’s group health plans combine the use of self-insured and fully-insured programs. Benefits for any individual (employee or dependents) in the self-insured program are limited. The Company records a liability for the self-insured portion of its group health program for all unpaid claims based upon a loss development analysis derived from actual group health claims payment experience. The Company also records a liability for unpaid prescription drug claims based on historical experience.

Store pre-opening costs – Start-up costs of a new store are expensed when incurred.

Leases – The Company’s leases are classified as either finance or operating leases. The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. The Company also leases its advertising billboards, vehicle fleets and certain equipment under various non-cancellable operating leases. To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of the identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability.

The Company’s leases all have varying terms and expire at various dates through 2058. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company elected to not separate lease and non-lease components. Additionally, the Company elected to apply the short term lease exemption to all asset classes and the short term lease expense for the period reasonably reflects the short term lease commitments. As the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at the time of commencement or modification date in determining the present value of lease payments. For operating leases that commenced prior to the date of adoption of the new lease accounting guidance, the Company used the incremental borrowing rate as of the adoption date. Assumptions used in determining the Company’s incremental borrowing rate include the Company’s implied credit rating and an estimate of secured borrowing rates based on comparable market data. See Note 8 for additional information regarding leases.

Advertising – The Company expenses the costs of producing advertising the first time the advertising takes place. Other advertising costs are expensed as incurred.

Advertising expense for each of the three years was as follows:


	2024		2023		2022
Advertising expense	$	112,793	$	89,798	$	89,850

Share-based compensation – The Company’s share-based compensation consists of nonvested stock awards and units. Share-based compensation is recorded in general and administrative expenses in the Consolidated Statements of Income. Share-based compensation expense is recognized based on the grant date fair value and the achievement of performance conditions for certain awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period, which is generally the award’s vesting period, or to the date on which retirement eligibility is achieved, if shorter.

Certain nonvested stock awards and units contain performance conditions. Compensation expense for performance-based awards is recognized when it is probable that the performance criteria will be met. If any performance goals are not met, no compensation expense is ultimately recognized and, to the extent previously recognized, compensation expense is reversed.

If a share-based compensation award is modified after the grant date, incremental compensation expense, if any, is recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Incremental compensation expense for vested awards is recognized immediately. For unvested awards, the sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original award on the modification date is recognized over the modified service period.

Additionally, the Company’s policy is to issue shares of common stock to satisfy exercises of share-based compensation awards. See Note 9 for additional information regarding share-based compensation.

Income taxes – The Company’s provision for income taxes (income tax benefit) includes employer tax credits for FICA taxes paid on employee tip income and other employer tax credits which are accounted for using the flow-through method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recognizes (or derecognizes) a tax position taken or expected to be taken in a tax return in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained (or not sustained) upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company recognizes, net of tax, interest and estimated penalties related to uncertain tax positions in its provision for income taxes (income tax benefit). See Note 12 for additional information regarding income taxes.

Net income per share – Basic consolidated net income per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted consolidated net income per share reflects the potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock and is based upon the weighted average number of common and common equivalent shares outstanding during the reporting period. Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company represent the only dilutive effects on diluted consolidated net income per share. The convertible senior notes and related warrants are calculated using the net share settlement option under the if-converted method. Because the principal amount of the convertible senior notes will be settled in cash with any excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s common stock during the reporting period did not exceed the conversion price of $159.46 as of August 02, 2024. Warrants were excluded from the computation of diluted earnings per share since the warrants’ strike price of $223.24 was greater than the average market price of the Company’s common stock during the period. See Note 4 for additional information regarding the Company’s convertible senior notes and Note 13 for additional information regarding additional information regarding net income per share.

Recent Accounting Pronouncements Not Yet Adopted

Segment Disclosures

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new reportable segment disclosure requirements which require incremental segment information related to measuring segment performance on an annual and interim basis. These new disclosure requirements are effective for the fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. These disclosure requirements should be applied on a retrospective basis. The Company is currently evaluating the effect of adopting these new disclosure requirements on its annual consolidated financial statements and related disclosures in 2025 as well as interim disclosures beginning in the first quarter of 2026.

Income Tax Disclosures

In December 2023, the FASB issued new income tax disclosure requirements which require disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. These new disclosure requirements are effective for annual periods beginning after December 15, 2024 and allow for adoption on a prospective basis, with a retrospective option. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in 2026.

Revenue Recognition (Tables)

12 Months Ended

Aug. 02, 2024

Revenue Recognition

Schedule of disaggregation of revenue


	2024		2023		2022
Revenue:
Restaurant	$	2,794,128	$	2,740,866	$	2,565,628
Retail		676,634		701,942		702,158
Total revenue	$	3,470,762	$	3,442,808	$	3,267,786

Leases

12 Months Ended

Aug. 02, 2024

Leases

Leases

The Company has entered into two Cracker Barrel and three MSBC agreements for real estate leases that are not recorded as right-of-use assets or lease liabilities as it has not yet taken possession. These leases are expected to commence in 2025 and 2026 with undiscounted future payments of $11,292 and $1,323, respectively.

The following table summarizes the components of lease cost for operating leases for each of the three years:


	2024		2023		2022
Operating lease cost	$	110,661	$	109,908	$	108,903
Short term lease cost		3,509		2,947		2,409
Variable lease cost		3,522		3,669		2,673
Total lease cost	$	117,692	$	116,524	$	113,985

The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for each of the three years:


	2024		2023		2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	97,014	$	95,294	$	92,600
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		14,219		17,378		19,143
Lease modifications or reassessments increasing right-of-use assets		23,532		11,320		11,978
Lease modifications removing right-of-use assets		(2,133)		(413)		(670)
Right-of-use asset impairment*		(1,832)		—		—

*Included in the Impairment line on the Consolidated Statement of Cash Flows

The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of August 02, 2024, July 28, 2023 and July 29, 2022:


	2024		2023		2022
Weighted-average remaining lease term	15.88 Years		16.88 Years		17.38 Years
Weighted-average discount rate	5.38	%	5.09	%	4.90	%

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of August 02, 2024:


Year	Total
2025	$	86,318
2026		74,542
2027		70,152
2028		67,654
2029		65,666
Thereafter		738,625
Total future minimum lease payments		1,102,957
Less imputed remaining interest		(377,127)
Total present value of operating lease liabilities	$	725,830

Sale and Leaseback Transactions

In 2009, the Company completed sale and leaseback transactions involving 15 of its Cracker Barrel stores and its retail distribution center. Under the transactions, the land, buildings and building improvements at the locations were sold and leased back for terms of 20 and 15 years, respectively. The leases include specified renewal options for up to 20 additional years.

In 2020, the Company completed a sale and leaseback transaction involving 64 Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years.

In 2021, the Company completed a sale and leaseback transaction involving 62 Cracker Barrel stores. Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years.

Net Income Per Share and Weighted Average Shares

12 Months Ended

Aug. 02, 2024

Net Income Per Share and Weighted Average Shares

Net Income Per Share and Weighted Average Shares

13.	Net Income Per Share and Weighted Average Shares

The following table reconciles the components of diluted earnings per share computations:


	2024		2023		2022
Net income per share numerator	$	40,930	$	99,050	$	131,880

Net income per share denominator:
Basic weighted average shares		22,191,961		22,167,875		23,164,180
Add potential dilution:
Nonvested stock awards and units		127,933		97,524		81,830
Diluted weighted average shares		22,319,894		22,265,399		23,246,010

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Cash flows from operating activities:
Net income	$ 40,930	$ 99,050	$ 131,880
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	111,746	104,485	103,568
Amortization of debt issuance costs	1,752	1,730	1,755
Loss on disposition of property and equipment	9,143	6,600	5,637
Impairment	17,448	11,692
Goodwill impairment	4,690
Share-based compensation	10,298	9,045	8,198
Noncash lease expense	59,523	59,767	58,498
Amortization of asset recognized from gain on sale and leaseback transactions	12,735	12,735	12,735
Changes in assets and liabilities:
Accounts receivable	(7,477)	3,404	(2,039)
Income taxes receivable	(7,820)	389	18,672
Inventories	8,406	23,885	(74,929)
Prepaid expenses and other current assets	(867)	(11,043)	(2,771)
Other assets	(3,566)	(848)	8,459
Accounts payable	(3,196)	(4,387)	34,695
Current operating lease liabilities	3,501	(8,235)	4,120
Taxes withheld and accrued	2,598	(21,377)	12,181
Accrued employee compensation	(4,448)	13,151	(13,129)
Accrued employee benefits	4,059	(585)	1,278
Deferred revenues	(7,528)	1,401	458
Other current liabilities	(6,583)	7,192	(6,591)
Long-term operating lease liabilities	(62,566)	(49,634)	(59,227)
Other long-term liabilities	(7,254)	(2,023)	(32,048)
Deferred income taxes	(6,544)	(5,937)	(6,147)
Net cash provided by operating activities	168,980	250,457	205,253
Cash flows from investing activities:
Purchase of property and equipment	(128,295)	(126,987)	(98,341)
Proceeds from insurance recoveries of property and equipment	834	1,600	1,237
Proceeds from sale of property and equipment	3,134	1,068	105
Acquisition of business, net of cash acquired			(1,500)
Net cash used in investing activities	(124,327)	(124,319)	(98,499)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	406,500	180,000	230,000
Taxes withheld from issuance of share-based compensation awards	(1,608)	(2,448)	(2,599)
Principal payments under long-term debt	(346,575)	(190,124)	(185,124)
Purchases and retirement of common stock		(17,449)	(131,542)
Deferred financing costs			(2,148)
Dividends on common stock	(116,082)	(116,075)	(114,829)
Net cash used in financing activities	(57,765)	(146,096)	(206,242)
Net decrease in cash and cash equivalents	(13,112)	(19,958)	(99,488)
Cash and cash equivalents, beginning of period	25,147	45,105	144,593
Cash and cash equivalents, end of period	12,035	25,147	45,105
Cash paid during the year for:
Interest, net of amounts capitalized	18,484	13,596	7,698
Income taxes	9,212	6,486	25,948
Supplemental schedule of non-cash investing and financing activities:
Capital expenditures accrued in accounts payable	9,499	9,633	7,421
Dividends declared but not yet paid	$ 7,435	$ 30,233	$ 30,456

Shareholder Rights Agreement

12 Months Ended

Aug. 02, 2024

Shareholder Rights Agreement

Shareholder Rights Agreement

10.	Shareholder Rights Agreement

On February 22, 2024, the Company’s Board of Directors unanimously determined to extend the Company’s shareholder rights agreement for a further three-year term, subject to the approval of the Company’s shareholders at the Company’s upcoming 2024 annual meeting. In connection with this determination, the Board of Directors declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, and adopted a shareholder rights agreement, as set forth in the Rights Agreement dated as of February 27, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, as rights agent. The dividend was payable on March 8, 2024 to the shareholders of record on March 8, 2024. The Rights Agreement replaced the Company’s Rights Agreement, dated as of April 9, 2021 (the “2021 Rights Agreement”), and became effective 5:00 p.m., New York City time, on February 27, 2024 (the “Effective Time”). To facilitate the entry into the Rights Agreement, the Board of Directors also approved an Amendment and Termination to the 2021 Rights Agreement, which accelerated the expiration date of the 2021 Rights Agreement from the close of business on April 9, 2024 to immediately prior to the Effective Time, at which the 2021 Rights Agreement expired and became of no further force or effect. Other than extending the term, the Rights Agreement makes no changes to the material terms and conditions of the 2021 Rights Agreement.

The Rights

The Rights initially trade with, and are inseparable from, the Company’s common stock. The Rights are evidenced only by certificates or book entries that represent shares of common stock. New Rights will accompany any new shares of common stock the Company issues after March 8, 2024 until the Distribution Date (as defined below).

Exercise Price

Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (“Preferred Share”) for $600.00 (the “Exercise Price”) once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.

Exercisability

The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 20% or more of the Company’s outstanding common stock.

Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – are treated as beneficial ownership of the number of shares of the Company’s common stock equivalent to the economic exposure created by the derivative.

The date when the Rights become exercisable is the “Distribution Date.” Until the Distribution Date, the common stock certificates will also evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After that date, the Rights will separate from the common stock and will be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person will be void and may not be exercised.

At August 02, 2024, none of the Rights were exercisable.

Consequences of a Person or Group Becoming an Acquiring Person

●

Flip in. If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for $600.00, purchase shares of the Company’s common stock with a market value of $1,200.00, based on the market price of the common stock prior to such acquisition.

●

Flip Over. If the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $600.00, purchase shares of the acquiring corporation with a market value of $1,200.00, based on the market price of the acquiring corporation’s stock prior to such transaction.

●

Notional Shares. Shares held by affiliates and associates of an Acquiring Person, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

Preferred Share Provisions

Each one one-hundredth of a Preferred Share, if issued:

●

will not be redeemable;

●

will entitle holders to quarterly dividend payments of $0.01 per share, or an amount equal to the dividend paid on one share of common stock, whichever is greater;

●

will entitle holders upon liquidation either to receive $1.00 per share or an amount equal to the payment made on one share of common stock, whichever is greater;

●

will have the same voting power as one share of common stock; and

●

if shares of the Company’s common stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of common stock.

The value of one one-hundredth of a Preferred Share will generally approximate the value of one share of common stock.

Redemption

The Board of Directors may redeem the Rights for $0.01 per Right at any time before any person or group becomes an Acquiring Person. If the Board of Directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.01 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of its common stock.

Qualifying Offer Provision

The Rights would also not interfere with any all-cash, fully financed tender offer, exchange offer of common stock of the offeror meeting certain terms and conditions further described below, or a combination thereof, in each case for all shares of common stock that remain open for a minimum of 60 business days and subject to a minimum condition of a majority of the outstanding shares and provide for a 20-business day “subsequent offering period” after consummation (such offers are referred to as “qualifying offers”). If an offer includes shares of common stock of the offeror, the Rights would not interfere with such offer if such consideration consists solely of freely-tradeable common stock of a publicly-owned United States corporation; such common stock is listed or admitted to trading on the New York Stock Exchange, Nasdaq Global Select Market or Nasdaq Global Market; the offeror has already received stockholder approval to issue such common stock prior to the commencement of such offer or no such approval is or will be required; the offeror has no other class of voting stock outstanding; no person (including such person’s affiliated and associated persons) beneficially owns twenty percent (20%) or more of the shares of common stock of the offeror then outstanding at the time of commencement of the offer or at any time during the term of the offer; and the offeror meets the registrant eligibility requirements for use of a registration statement on Form S-3 for registering securities under the Securities Act of 1933, as amended, including the filing of all reports required to be filed pursuant to the Exchange Act in a timely manner during the twelve (12) calendar months prior to the date of commencement, and throughout the term, of such offer. In the event the Company receives a qualifying offer and the Board of Directors has not redeemed the Rights prior to the consummation of such offer, the consummation of the qualifying offer will not cause the offeror or its affiliates to become an Acquiring Person, and the Rights will immediately expire upon consummation of the qualifying offer.

Exchange

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding common stock, the Board of Directors may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.

Anti-Dilution Provisions

The Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock. No adjustments to the Exercise Price of less than 1% will be made.

Amendments

The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the agreement in a way that adversely affects holders of the Rights.

Expiration

If the Rights Agreement is approved by the shareholders at the 2024 annual meeting, the Rights will expire on February 27, 2027. If shareholders do not approve the Rights Agreement, it will expire immediately following certification of the vote at the 2024 annual meeting.

Shareholder Rights Agreement (Details)		12 Months Ended
Shareholder Rights Agreement (Details)	Feb. 22, 2024 Right $ / shares	Aug. 02, 2024 $ / shares shares	Jul. 28, 2023 $ / shares
Shareholder Rights Plan
Shareholders rights plan extension period	3 years
Number of preferred share purchase right declared as dividend for each share of common stock outstanding \| Right	1
Par value of common share outstanding (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Rights expiration date	Apr. 09, 2024
Exercise price of each right (in dollars per share)		$ 600.00
Rights exercisable (in shares) \| shares		0
Exercise price of each right, if a person or group becomes an acquiring person (in dollars per share)		$ 600.00
Market value of each right If a person or group becomes an acquiring person (in dollars per share)		1,200.00
Exercise price of each right, if the company is later acquired in a merger (in dollars per share)		600.00
Market value of each right, if the company is later acquired in a merger (in dollars per share)		1,200.00
Redemption price of the right (in dollars per share)		$ 0.01
Subsequent offering period		20 days
Number of common stock shares that can be exchanged for each right if rights were extinguished (in shares) \| shares		1
Minimum
Shareholder Rights Plan
Period before rights can be exercised		10 days
Percentage of outstanding common stock ownership required to qualify for an "Acquiring Person"		20.00%
Offering period		60 days
Percentage of an ownership of common stock by an Acquiring Person before board of directors may extinguish right		50.00%
Percentage of adjustment to exercise price		1.00%
Series A Junior Participating Preferred Stock
Shareholder Rights Plan
Shares of a Preferred Share used in Provisions		0.01
Common share equivalent for each preferred share portion (in shares) \| shares		1
Quarterly dividends payments per share (in dollars per share)		$ 0.01
Amount entitled to receive per share upon liquidation of preferred share (in dollars per share)		$ 1.00
Annual 2024 dividend
Shareholder Rights Plan
Dividend declaration date	Feb. 27, 2024
Dividend payment date	Mar. 08, 2024
Dividend record date	Mar. 08, 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 40,930	$ 99,050	$ 131,880
Comprehensive income	$ 40,930	$ 99,050	$ 131,880

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Interest Expense
Effective interest rate percentage	1.23%	1.23%
Amortization of issuance costs	$ 1,752	$ 1,730	$ 1,755
0.625% Convertible Senior Notes Due 2026
Interest Expense
Coupon interest	1,932	1,896	1,896
Amortization of issuance costs	1,752	1,730	1,755
Total interest expense	$ 3,684	$ 3,626	$ 3,651

Leases (Tables)

12 Months Ended

Aug. 02, 2024

Leases

Summary of components of lease cost for operating leases


	2024		2023		2022
Operating lease cost	$	110,661	$	109,908	$	108,903
Short term lease cost		3,509		2,947		2,409
Variable lease cost		3,522		3,669		2,673
Total lease cost	$	117,692	$	116,524	$	113,985

Summary of supplemental cash flow information and non-cash activity related to operating leases


	2024		2023		2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	97,014	$	95,294	$	92,600
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		14,219		17,378		19,143
Lease modifications or reassessments increasing right-of-use assets		23,532		11,320		11,978
Lease modifications removing right-of-use assets		(2,133)		(413)		(670)
Right-of-use asset impairment*		(1,832)		—		—

*Included in the Impairment line on the Consolidated Statement of Cash Flows

Summary of weighted-average remaining lease term and weighted-average discount rate for operating leases


	2024		2023		2022
Weighted-average remaining lease term	15.88 Years		16.88 Years		17.38 Years
Weighted-average discount rate	5.38	%	5.09	%	4.90	%

Summary of maturities of undiscounted cash flows reconciled to total operating lease liability


Year	Total
2025	$	86,318
2026		74,542
2027		70,152
2028		67,654
2029		65,666
Thereafter		738,625
Total future minimum lease payments		1,102,957
Less imputed remaining interest		(377,127)
Total present value of operating lease liabilities	$	725,830

Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands		12 Months Ended
	Jun. 17, 2022	Aug. 02, 2024	Jul. 28, 2023
2022 Revolving Credit Facility
Line of Credit Facility
Line of credit facility, term	5 years
Maximum borrowing capacity	$ 700,000
Option to increase revolving credit facility	$ 200,000
Outstanding borrowings		$ 180,000
Amount of standby letters of credit		32,644
Remaining borrowing capacity		$ 487,356
Weighted average interest rate		7.19%
Liquidity requirements		$ 100,000
Maximum leverage ratio		2.75
Dividends threshold		$ 100,000
Multiplier used in calculating aggregate amount of cash dividends on shares of common stock in any fiscal year		4
2022 Revolving Credit Facility \| Federal Funds Rate
Line of Credit Facility
Debt instrument, basis spread on variable rate		0.50%
2022 Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility
Debt instrument, basis spread on variable rate		1.00%
2019 Revolving Credit Facility
Line of Credit Facility
Outstanding borrowings			$ 120,000
Weighted average interest rate			6.79%

Fair Value Measurements

12 Months Ended

Aug. 02, 2024

Fair Value Measurements

Fair Value Measurements

2.	Fair Value Measurements

Fair value for certain of the Company’s assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, a three-level hierarchy for inputs is used. These levels are:

●

Quoted Prices in Active Markets for Identical Assets (“Level 1”) – quoted prices (unadjusted) for an identical asset or liability in an active market.

●

Significant Other Observable Inputs (“Level 2”) – quoted prices for a similar asset or liability in an active market or model-derived valuations in which all significant inputs are observable for substantially the full term of the asset or liability.

●

Significant Unobservable Inputs (“Level 3”) – unobservable and significant to the fair value measurement of the asset or liability.

The Company’s assets and liabilities measured at fair value on a recurring basis at August 02, 2024 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	1	$	—	$	—	$	1
Total	$	1	$	—	$	—	$	1
Deferred compensation plan assets**								25,719
Total assets at fair value							$	25,720

The Company’s assets and liabilities measured at fair value on a recurring basis at July 28, 2023 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	9,001	$	—	$	—	$	9,001
Total	$	9,001	$	—	$	—	$	9,001
Deferred compensation plan assets**								27,129
Total assets at fair value							$	36,130

*Consists of money market fund investments.

**Represents plan assets invested in mutual funds established under a Rabbi Trust for the Company’s non-qualified savings plan and is included in the Consolidated Balance Sheets as other assets (see Note 11).

The Company did not have any liabilities measured at fair value on a recurring basis at August 02, 2024 and July 28, 2023. The Company’s money market fund investments are measured at fair value using quoted market prices. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of accounts receivable and accounts payable at August 02, 2024 and July 28, 2023, approximate their carrying amounts because of their short duration. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amounts at August 02, 2024 and July 28, 2023.

The Company’s financial instruments that are not remeasured at fair value include the 0.625% convertible Senior Notes (see Note 4). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2 as described above. The estimated fair value of the Notes was $267,939 and $259,311 as of August 02, 2024 and July 28, 2023, respectively.

Assets Measured at Fair Value on a Nonrecurring Basis

In 2024, six Cracker Barrel were determined to be impaired and thirteen MSBC locations were determined to be impaired because of declining operating performance. In 2023, six Cracker Barrel locations were determined to be impaired because of declining operating performance. Fair value of these locations was determined by sales prices of comparable assets or estimates of discounted future cash flows considering their highest and best use. Assumptions used in the cash flow model included projected annual revenue growth rates and projected cash flows, which can be affected by economic conditions and management’s expectations. Additionally, changes in the local and national economies and markets for real estate and other assets can impact the sales prices of the assets. The Company has determined that the majority of the inputs used to value its long-lived assets held and used are unobservable inputs, and thus, are considered Level 3 inputs. Based on its analysis, the Company recorded impairment charges of $17,448 and $11,692, respectively, in 2024 and 2023, which is included in the impairment and store closing costs line on the Consolidated Statements of Income.

In 2024, based on the Company’s analysis of MSBC’s goodwill, the Company concluded that the goodwill was impaired based on changes in the macroeconomic environment, including interest rate and inflationary pressures, and declining financial trends, which resulted in a calculated fair value lower than the goodwill’s carrying value. As part of its analysis, the Company used the discounted cash flow method to estimate fair value. Significant inputs for this method include projected cash flows, growth rate and discount rate. The Company recorded an impairment of the entire goodwill amount of $4,690 in 2024; this amount is recorded in the goodwill impairment line on the Consolidated Statement of Income.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Segment Information (Details)	12 Months Ended
Segment Information (Details)	Aug. 02, 2024 segment
Segment Reporting
Number of product lines	2
Number of reportable operating segments	1

Leases - Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$ 97,014	$ 95,294	$ 92,600
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities	14,219	17,378	19,143
Lease modifications or reassessments increasing (decreasing) right-of-use assets	23,532	11,320	11,978
Lease modifications removing right-of-use assets	(2,133)	$ (413)	$ (670)
Right-of-use asset impairment*	$ (1,832)

Employee Savings Plans

12 Months Ended

Aug. 02, 2024

Employee Savings Plans

Employee Savings Plans

11.	Employee Savings Plans

The Company sponsors a qualified defined contribution retirement plan (“401(k) Savings Plan”) covering salaried and hourly employees who have completed ninety days of service and have attained the age of twenty-one. This plan allows eligible employees to defer receipt of up to 50% of their compensation, as defined in the plan. The Company also sponsors a non-qualified defined contribution retirement plan (“Non-Qualified Savings Plan”) covering highly compensated employees, as defined in the plan. This plan allows eligible employees to defer receipt of up to 50% of their base compensation and 100% of their eligible bonuses, as defined in the plan.

Contributions under both plans may be invested in various investment funds at the employee’s discretion. Such contributions, including the Company’s matching contributions described below, may not be invested in the Company’s common stock. In 2024, 2023 and 2022, the Company matched 50% of employee contributions for each participant in the 401(k) Savings Plan up to a total of 5% of the employee’s compensation and matched 25% of employee contributions in the Non-Qualified Savings Plan up to a total of 6% of the employee’s compensation. Employee contributions vest immediately while Company contributions vest 20% annually beginning on the first anniversary of a contribution date and are vested 100% on the fifth anniversary of such contribution date.

At the inception of the Non-Qualified Savings Plan, the Company established a Rabbi Trust to fund the plan’s obligations. The market value of the trust assets for the Non-Qualified Savings Plan of $25,719 is included in other assets and the related liability to the participants of $25,719 is included in other long-term obligations in the Consolidated Balance Sheets. Company contributions under both plans are recorded as either labor and other related expenses or general and administrative expenses in the Consolidated Statements of Income.

The following table summarizes the Company’s contributions for each plan for each of the three years:


	2024		2023		2022
401(k) Savings Plan	$	5,121	$	4,963	$	4,713
Non-Qualified Savings Plan		237		230		285

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480266/715-60-50-3

+ Details

Fair Value Measurements - Fair Value Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023
Fair value for certain assets and liabilities
Cash equivalents*	$ 1	$ 9,001
Total	1	9,001
Deferred compensation plan assets**	25,719	27,129
Total assets at fair value	25,720	36,130
Level 1
Fair value for certain assets and liabilities
Cash equivalents*	1	9,001
Total	1	9,001
Level 2
Fair value for certain assets and liabilities
Cash equivalents*	0	0
Total	0	0
Level 3
Fair value for certain assets and liabilities
Cash equivalents*	0	0
Total	$ 0	$ 0

Debt - Convertible Note Hedge and Warrant Transactions (Details)	Aug. 02, 2024 $ / shares shares
Convertible Note Hedge and Warrant Transactions
Strike price (in dollars per share)	$ 600.00
Convertible Note Hedge and Warrant Transactions
Convertible Note Hedge and Warrant Transactions
Number of shares of common stock included in Warrant Transactions (in shares) \| shares	1,600,000
Strike price (in dollars per share)	$ 263.39
Adjusted strike price (in dollars per share)	$ 223.24

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023
Current Assets:
Cash and cash equivalents	$ 12,035	$ 25,147
Accounts receivable	39,204	30,446
Income taxes receivable	9,882	2,062
Inventories	180,958	189,364
Prepaid expenses and other current assets	36,135	35,268
Total current assets	278,214	282,287
Property and equipment
Land	253,816	254,813
Buildings and improvements	823,561	807,585
Restaurant and other equipment	896,258	852,442
Leasehold improvements	449,507	438,495
Construction in progress	15,709	26,978
Total	2,438,851	2,380,313
Less: Accumulated depreciation and amortization	1,479,030	1,408,368
Property and equipment - net	959,821	971,945
Operating lease right-of-use assets, net	850,835	889,306
Goodwill		4,690
Intangible assets	24,425	23,426
Other assets	48,199	46,440
Total assets	2,161,494	2,218,094
Current Liabilities:
Accounts payable	162,288	165,484
Current portion of long-term debt	75	75
Current operating lease liabilities	49,837	46,336
Taxes withheld and accrued	41,433	38,835
Accrued employee compensation	60,385	64,821
Accrued employee benefits	28,476	24,417
Deferred revenues	87,488	95,016
Dividend payable	6,317	29,491
Other current liabilities	17,908	24,491
Total current liabilities	454,207	488,966
Long-term debt	476,581	414,904
Long-term operating lease liabilities	675,993	702,413
Other long-term obligations	46,852	53,730
Deferred income taxes	67,712	74,256
Commitments and Contingencies (Note 14)
Shareholders' Equity:
Preferred stock - 100,000,000 shares of $0.01 par value authorized; 300,000 shares designated as Series A Junior Participating Preferred Stock; no shares issued
Common stock - 400,000,000 shares of $0.01 par value authorized; 2024 - 22,203,043 shares issued and outstanding; 2023- 22,153,625 shares issued and outstanding	222	221
Additional paid-in capital	12,575	3,886
Retained earnings	427,352	479,718
Total shareholders' equity	440,149	483,825
Total liabilities and shareholders' equity	$ 2,161,494	$ 2,218,094

Fair Value Measurements (Details) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) $ in Thousands	Aug. 02, 2024 USD ($) location	Jul. 28, 2023 USD ($) location	Jun. 18, 2021
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Impairment charges	$ 17,448	$ 11,692
Impairment charge	(1,832)
Goodwill impairment	$ 4,690
Maple Street Biscuit Company
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Number of locations determined to be impaired \| location	13
Cracker Barrel Old Country Store
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Number of locations determined to be impaired \| location	6	6
0.625% Convertible Senior Notes Due 2026
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Interest rate	0.625%		0.625%
Level 2 \| 0.625% Convertible Senior Notes Due 2026 \| Estimated Fair Value
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value of notes	$ 267,939	$ 259,311
Nonrecurring \| Estimated Fair Value
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Impairment charges	17,448	11,692
Recurring
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Liabilities at fair value	$ 0	$ 0

CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	12 Months Ended
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
CONSOLIDATED STATEMENTS OF INCOME
Total revenue	$ 3,470,762	$ 3,442,808	$ 3,267,786
Cost of goods sold (exclusive of depreciation and rent)	1,087,631	1,127,617	1,049,884
Labor and other related expenses	1,271,555	1,208,669	1,149,077
Other store operating expenses	831,763	797,815	758,389
General and administrative expenses	207,062	174,091	157,433
Impairment and store closing costs	22,942	13,999
Goodwill impairment	4,690
Operating income	45,119	120,617	153,003
Interest expense, net	20,933	17,006	9,620
Income before income taxes	24,186	103,611	143,383
Provision for income taxes (income tax benefit)	(16,744)	4,561	11,503
Net income	$ 40,930	$ 99,050	$ 131,880
Net income per share - basic (in dollars per share)	$ 1.84	$ 4.47	$ 5.69
Net income per share - diluted (in dollars per share)	$ 1.83	$ 4.45	$ 5.67
Weighted average shares outstanding - basic (in shares)	22,191,961	22,167,875	23,164,180
Weighted average shares outstanding - diluted (in shares)	22,319,894	22,265,399	23,246,010

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Aug. 02, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Nature of Operations and Summary of Significant Accounting Policies - PPE (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Property, Plant and Equipment
Total depreciation expense	$ 110,938	$ 103,691	$ 102,297
Depreciation expense related to store operations	$ 103,169	$ 96,339	$ 96,243
Buildings and improvements \| Minimum
Property, Plant and Equipment
Estimated useful life	30 years
Buildings and improvements \| Maximum
Property, Plant and Equipment
Estimated useful life	45 years
Restaurant and other equipment \| Minimum
Property, Plant and Equipment
Estimated useful life	2 years
Restaurant and other equipment \| Maximum
Property, Plant and Equipment
Estimated useful life	10 years
Leasehold improvements \| Minimum
Property, Plant and Equipment
Estimated useful life	1 year
Leasehold improvements \| Maximum
Property, Plant and Equipment
Estimated useful life	35 years

Revenue Recognition

12 Months Ended

Aug. 02, 2024

Revenue Recognition

Revenue Recognition

7. Revenue Recognition

Disaggregation of revenue

Total revenue was comprised of the following for each of the three years:


	2024		2023		2022
Revenue:
Restaurant	$	2,794,128	$	2,740,866	$	2,565,628
Retail		676,634		701,942		702,158
Total revenue	$	3,470,762	$	3,442,808	$	3,267,786

Gift Card Breakage

For 2024, 2023 and 2022, gift card breakage was $11,397, $10,713, and $9,572, respectively. Revenue recognized in the Consolidated Statements of Income for 2024, 2023 and 2022, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $36,958, $40,103, and $42,169, respectively. Deferred revenue related to the Company’s gift cards was $84,854 and $88,556, respectively, at August 02, 2024 and July 28, 2023.

Loyalty Program

During the first quarter of 2024, the Company launched its customer loyalty program, Cracker Barrel Rewards, which allows members to earn points (“pegs”) for each qualifying purchase in store or online. Pegs earned are then converted to rewards upon reaching certain thresholds. These rewards may be redeemed on future restaurant or retail purchases in store or online.

The estimation of the standalone selling price of pegs and other rewards issued to customers involves several assumptions, primarily the estimated value of the product for which the reward is expected to be redeemed and the probability that the pegs or reward will expire. These inputs are subject to change over time due to factors such as increased costs or changes in customer behavior.

The Company defers a portion of the revenue related to the pegs earned at the time of the original transaction based on the estimated value of the item for which the reward is expected to be redeemed, net of estimated unredeemed pegs. Pegs expire after twelve months. Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the customer. As of August 2, 2024, deferred revenue related to the loyalty program was $1,544 and is included in deferred revenue on the Consolidated Balance Sheet.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
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-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Nature of Operations and Summary of Significant Accounting Policies - Asset Impairment (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023
Impairment of Long-Lived Assets
Impairment	$ 15,616	$ 11,692

Nature of Operations and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Aug. 02, 2024

Nature of Operations and Summary of Significant Accounting Policies

Fiscal year

GAAP

GAAP – The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”).

Principles of consolidation

Use of estimates

Cash and cash equivalents

Cash and cash equivalents – The Company’s policy is to consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts receivable

Accounts receivable – Accounts receivable represent their estimated net realizable value. Accounts receivable are written off when they are deemed uncollectible.

Inventories

Property and equipment


		Years
Buildings and improvements		30-45
Restaurant and other equipment		2-10
Leasehold improvements		1-35

Accelerated depreciation methods are generally used for income tax purposes.

Total depreciation expense and depreciation expense related to store operations for each of the three years are as follows:


	2024		2023			2022
Total depreciation expense	$	110,938	$	103,691	$	102,297
Depreciation expense related to store operations*		103,169		96,339		96,243

*Depreciation expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.

Gain or loss is recognized upon disposal of property and equipment. The asset and related accumulated depreciation and amortization amounts are removed from the accounts.

Maintenance and repairs, including the replacement of minor items, are charged to expense and major additions to property and equipment are capitalized.

Impairment of long-lived assets

Goodwill and other intangible assets

Segment reporting

Unredeemed gift cards and certificates

Revenue recognition

Insurance

Store pre-opening costs

Store pre-opening costs – Start-up costs of a new store are expensed when incurred.

Leases

Advertising

Advertising – The Company expenses the costs of producing advertising the first time the advertising takes place. Other advertising costs are expensed as incurred.

Advertising expense for each of the three years was as follows:


	2024		2023		2022
Advertising expense	$	112,793	$	89,798	$	89,850

Share-based compensation

Income taxes

Net income per share

Recent Accounting Pronouncements Not Yet Adopted

Segment Disclosures

Income Tax Disclosures

Leases - Summary (Details) $ in Thousands	Aug. 02, 2024 USD ($) agreement
Leases
Undiscounted future payments to begin in next 12 months \| $	$ 11,292
Undiscounted future payments to begin in next 24 months \| $	$ 1,323
Cracker Barrel Old Country Store
Leases
Number of lease agreements \| agreement	2
Maple Street Biscuit Company
Leases
Number of lease agreements \| agreement	3

Share Repurchases (Details) - USD ($) $ in Thousands	12 Months Ended
Share Repurchases (Details) - USD ($) $ in Thousands	Jul. 28, 2023	Jul. 29, 2022
Share Repurchases
Maximum amount of share repurchase authorization		$ 200,000
Shares of common stock repurchased (in shares)	171,792	1,248,184
Cost of shares repurchased	$ 17,449	$ 131,542

- Definition

Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

- Definition

Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.

+ References + Details

Nature of Operations and Summary of Significant Accounting Policies - Fiscal Year and Inventories (Details)	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Nature of Operations and Summary of Significant Accounting Policies
Number of weeks in current fiscal year	371 days	364 days	364 days
Percentage of retail inventories valued using retail inventory method	60.00%
Average period of physical inventory used for estimating shrinkage	2 years

Share-Based Compensation

12 Months Ended

Aug. 02, 2024

Share-Based Compensation

Share-Based Compensation

9.	Share-Based Compensation

Stock Compensation Plans

The Company’s employee compensation plans are administered by the Compensation Committee of the Company’s Board of Directors (the “Committee”). The Committee is authorized to determine, at time periods within its discretion and subject to the direction of the Board of Directors, which employees will be granted awards, the number of shares covered by any awards granted, and within applicable limits, the terms and provisions relating to the exercise and vesting of any awards.

On November 19, 2020, the Company’s shareholders approved the 2020 Omnibus Incentive Plan (the “2020 Omnibus Plan”) which became effective on that date. The 2020 Omnibus Plan authorizes the following types of awards for employees and non-employee directors: stock options, stock appreciation rights, nonvested stock, restricted stock units, other share-based awards and performance awards. After the effective date of the 2020 Omnibus Plan, no additional awards could be granted under the Company’s 2010 Omnibus Incentive Stock and Incentive Plan (the “Prior Plan”).

The 2020 Omnibus Plan allows the Committee to grant awards for an aggregate of 1,033,441 shares, the number of shares that were available for issuance as of September 24, 2020 (the “Cutoff Date”) pursuant to the Prior Plan, plus the number of shares that became available for issuance pursuant to the terms of the Prior Plan following the Cutoff Date and prior to the effective date. However, this share reserve is increased by shares awarded under this and the Prior Plan which are forfeited, expired, settled for cash and shares withheld by the Company in payment of a tax withholding obligation after the effective date of the 2020 Omnibus Plan. Additionally, this share reserve was decreased by shares granted from the 2020 Omnibus Plan after the effective date. At August 02, 2024, the number of shares authorized for future issuance under the Company’s active plan is 982,523. At August 02, 2024, the number of outstanding awards under the 2020 Omnibus Plan and the Prior Plan was 285,817 and 1,259, respectively.

The Company’s nonvested stock awards consist of the Company’s common stock, generally accrue dividend equivalents and vest over one to three years. The fair value of the Company’s nonvested stock awards which accrue dividends is equal to the market price of the Company’s stock at the date of the grant. Dividends are forfeited for any nonvested stock awards that do not vest.

The Company’s nonvested stock awards include its long-term performance plans which were established by the Committee for the purpose of rewarding certain officers with shares of the Company’s common stock if the Company achieved certain performance targets. The stock awards under the long-term performance plans are calculated or estimated based on achievement of financial performance measures.

The following table summarizes the performance periods and vesting periods for the Company’s nonvested stock awards under its long-term performance plans at August 02, 2024:


		Vesting Period
Long-Term Performance Plan (“LTPP”)	Performance Period	(in Years)
2024 LTPP	2024 – 2026	3
2023 LTPP	2023 – 2025	3
2022 LTPP	2022 – 2024	3

The following table summarizes the shares that have been accrued under the 2024 LTPP, 2023 LTPP and 2022 LTPP at August 02, 2024:


2024 LTPP		34,290
2023 LTPP		15,492
2022 LTPP		11,139

A summary of the Company’s nonvested stock activity as of August 02, 2024, and changes during 2024 are presented in the following table:


		Weighted-Average Grant
Nonvested Stock	Shares	Date Fair Value
Unvested at July 28, 2023	180,657	$	114.47
Granted	129,674		70.66
Vested	(72,631)		118.01
Forfeited	(11,545)		120.18
Unvested at August 02, 2024	226,155	$	87.92

The following table summarizes the total fair value of nonvested stock that vested for each of the three years:


	2024		2023		2022
Total fair value of nonvested stock	$	8,571	$	4,947	$	6,166

Compensation Expense

The following table highlights the components of share-based compensation expense for each of the three years:


	2024		2023		2022
Total compensation expense	$	10,298	$	9,045	$	8,198

The following table highlights the total unrecognized compensation expense related to the outstanding nonvested stock awards and nonvested stock units and the weighted-average periods over which the expense is expected to be recognized as of August 02, 2024:


	Nonvested
	Stock Awards
Total unrecognized compensation	$	5,752
Weighted-average period in years		1.43

During 2024, the Company issued 49,418 shares of its common stock resulting from the vesting of share-based compensation awards. Related tax withholding payments on these share-based compensation awards resulted in a net reduction to shareholders’ equity of $1,608.

Nature of Operations and Summary of Significant Accounting Policies - Segments, Revenue Recognition and Insurance (Details) $ in Thousands	12 Months Ended
	Aug. 02, 2024 USD ($) segment
Segment Reporting
Number of reportable operating segments \| segment	1
Self-insurance
Threshold for one level of workers' compensation	$ 750
Threshold for second level of workers' compensation	1,000
Threshold for general liability insurance	$ 500

Leases - Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Components of Lease Cost for Operating Leases
Operating lease cost	$ 110,661	$ 109,908	$ 108,903
Short term lease cost	3,509	2,947	2,409
Variable lease cost	3,522	3,669	2,673
Total lease cost	$ 117,692	$ 116,524	$ 113,985

Nature of Operations and Summary of Significant Accounting Policies - Net Income Per Share (Details)	Aug. 02, 2024 $ / shares
Convertible Senior Notes
Net income per share
Conversion price (in dollars per share)	$ 159.46
Warrants
Net income per share
Adjusted strike price (in dollars per share)	$ 223.24

Employee Savings Plans (Tables)

12 Months Ended

Aug. 02, 2024

Employee Savings Plans

Schedule of contributions for employee savings plans

The following table summarizes the Company’s contributions for each plan for each of the three years:


	2024		2023		2022
401(k) Savings Plan	$	5,121	$	4,963	$	4,713
Non-Qualified Savings Plan		237		230		285

Leases - Sale and Leaseback Transactions (Details) - store	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jul. 31, 2009	Aug. 02, 2024
Sale Leaseback Transactions
Initial lease term				20 years
Maximum
Sale Leaseback Transactions
Lease renewal option				50 years
Owned Stores
Sale Leaseback Transactions
Number of owned stores involved in sale-lease back transactions	62	64
2009 Sale-leaseback Transactions \| Owned Stores
Sale Leaseback Transactions
Number of owned stores involved in sale-lease back transactions			15
Initial lease term				20 years
2009 Sale-leaseback Transactions \| Owned Stores \| Maximum
Sale Leaseback Transactions
Lease renewal option				20 years
2009 Sale-leaseback Transactions \| Retail Distribution Center
Sale Leaseback Transactions
Initial lease term				15 years
Lease renewal option				20 years
2000 Sale-leaseback Transactions
Sale Leaseback Transactions
Initial lease term				20 years
2000 Sale-leaseback Transactions \| Maximum
Sale Leaseback Transactions
Lease renewal option				50 years

Nature of Operations and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Aug. 02, 2024

Nature of Operations and Summary of Significant Accounting Policies

Schedule of estimated useful lives of respective assets


		Years
Buildings and improvements		30-45
Restaurant and other equipment		2-10
Leasehold improvements		1-35

Schedule of depreciation expense and depreciation expense related to store operations


	2024		2023			2022
Total depreciation expense	$	110,938	$	103,691	$	102,297
Depreciation expense related to store operations*		103,169		96,339		96,243

*Depreciation expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.

Schedule of advertising expense


	2024		2023		2022
Advertising expense	$	112,793	$	89,798	$	89,850

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Aug. 02, 2024	Jul. 28, 2023
Shareholders' Equity:
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares issued (in shares)	0	0
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares issued (in shares)	22,203,043	22,153,625
Common stock, shares outstanding (in shares)	22,203,043	22,153,625
Series A Junior Participating Preferred Stock
Shareholders' Equity:
Preferred stock, shares issued (in shares)	300,000	300,000

Commitments and Contingencies

12 Months Ended

Aug. 02, 2024

Commitments and Contingencies.

Commitments and Contingencies

14.	Commitments and Contingencies

The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect the Company’s consolidated results of operations or financial position.

The Company maintains insurance coverage for various aspects of its business and operations. The Company has elected, however, to retain all or a portion of losses that occur through the use of various deductibles, limits and retentions under its insurance programs. This situation may subject the Company to some future liability for which it is only partially insured, or completely uninsured. The Company intends to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of its contracts. See Note 1 for a further discussion of insurance and insurance reserves.

Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of August 02, 2024, the Company had $32,644 of standby letters of credit related to securing reserved claims under workers’ compensation insurance and certain sale and leaseback transactions. All standby letters of credit are renewable annually and reduce the Company’s borrowing availability under its Revolving Credit facility (see Note 4).

The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of business. The Company believes that the probability of incurring an actual liability under other indemnification agreements is sufficiently remote so that no liability has been recorded in the Consolidated Balance Sheet.

Nature of Operations and Summary of Significant Accounting Policies - Leases (Details)	12 Months Ended
	Aug. 02, 2024 period
Leases
Initial lease term	20 years
Maximum
Leases
Lease renewal option	50 years
Restaurants
Leases
Initial lease term	10 years
Lease renewal option	5 years
Restaurants \| Minimum
Leases
Number of optional renewal periods	4
Restaurants \| Maximum
Leases
Number of optional renewal periods	5

Employee Savings Plans (Details) - USD ($) $ in Thousands	12 Months Ended
Employee Savings Plans (Details) - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
401(k) Savings Plan
Employee Savings Plans
Defined contribution plan, type [Extensible List]	us-gaap:PensionPlansDefinedBenefitMember
Defined contribution plan, tax status [Extensible List]	us-gaap:QualifiedPlanMember
Requisite service period	90 days
Minimum age of eligible employees required	21 years
Percentage of compensation allowed to be deferred by eligible employees	50.00%
Percentage of company match to employee contribution	50.00%	50.00%	50.00%
Percentage of company contributions that vests annually	20.00%	20.00%	20.00%
Percentage of company contribution that vests on employee's fifth anniversary of employment	100.00%	100.00%	100.00%
Company's contributions to the plan	$ 5,121	$ 4,963	$ 4,713
401(k) Savings Plan \| Maximum
Employee Savings Plans
Percentage of employee's compensation matched by company	5.00%	5.00%	5.00%
Non-Qualified Savings Plan
Employee Savings Plans
Defined contribution plan, type [Extensible List]	us-gaap:PensionPlansDefinedBenefitMember
Defined contribution plan, tax status [Extensible List]	us-gaap:NonqualifiedPlanMember
Percentage of compensation allowed to be deferred by eligible employees	50.00%
Percentage of eligible bonuses allowed to be deferred	100.00%
Percentage of company match to employee contribution	25.00%	25.00%	25.00%
Percentage of company contributions that vests annually	20.00%	20.00%	20.00%
Percentage of company contribution that vests on employee's fifth anniversary of employment	100.00%	100.00%	100.00%
Market value of the trust assets	$ 25,719
Liability obligations to participants	25,719
Company's contributions to the plan	$ 237	$ 230	$ 285
Non-Qualified Savings Plan \| Maximum
Employee Savings Plans
Percentage of employee's compensation matched by company	6.00%	6.00%	6.00%

Leases - Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability (Details) $ in Thousands	Aug. 02, 2024 USD ($)
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability
2025	$ 86,318
2026	74,542
2027	70,152
2028	67,654
2029	65,666
Thereafter	738,625
Total future minimum lease payments	1,102,957
Less imputed remaining interest	(377,127)
Total present value of operating lease liabilities	$ 725,830

Nature of Operations and Summary of Significant Accounting Policies - Advertising (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Advertising
Advertising expense	$ 112,793	$ 89,798	$ 89,850

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Cumulative-effect of change in accounting principle, net of taxes Retained Earnings	Cumulative-effect of change in accounting principle, net of taxes	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balances at Jul. 30, 2021			$ 235		$ 663,398	$ 663,633
Balances (in shares) at Jul. 30, 2021			23,497,166
Comprehensive Income:
Net income					131,880	131,880
Comprehensive income					131,880	131,880
Cash dividends declared					(121,135)	(121,135)
Share-based compensation				$ 8,198		8,198
Issuance of share-based compensation awards, net of shares withheld for employee taxes				(2,599)		(2,599)
Number of shares issued from vesting of share-based compensation awards (in shares)			32,461
Purchases and retirement of common stock			$ (12)	(5,599)	(125,931)	(131,542)
Purchases and retirement of common stock (in shares)			(1,248,184)
Balances at Jul. 29, 2022	$ (36,956)	$ (36,956)	$ 223		511,256	511,479
Balances (in shares) at Jul. 29, 2022			22,281,443
Comprehensive Income:
Net income					99,050	99,050
Comprehensive income					99,050	99,050
Cash dividends declared					(115,852)	(115,852)
Share-based compensation				9,045		9,045
Issuance of share-based compensation awards, net of shares withheld for employee taxes				(2,448)		(2,448)
Number of shares issued from vesting of share-based compensation awards (in shares)			43,974
Purchases and retirement of common stock			$ (2)	(2,711)	(14,736)	(17,449)
Purchases and retirement of common stock (in shares)			(171,792)
Balances at Jul. 28, 2023			$ 221	3,886	479,718	$ 483,825
Balances (in shares) at Jul. 28, 2023			22,153,625			22,153,625
Comprehensive Income:
Net income					40,930	$ 40,930
Comprehensive income					40,930	40,930
Cash dividends declared					(93,296)	(93,296)
Share-based compensation				10,298		10,298
Issuance of share-based compensation awards, net of shares withheld for employee taxes			$ (1)	1,609		$ 1,608
Number of shares issued from vesting of share-based compensation awards (in shares)			49,418			49,418
Balances at Aug. 02, 2024			$ 222	$ 12,575	$ 427,352	$ 440,149
Balances (in shares) at Aug. 02, 2024			22,203,043			22,203,043

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
CONSOLIDATED STATEMENTS OF CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Cash dividends declared (in dollars per share)	$ 4.15	$ 5.20	$ 5.20

Debt (Tables)

12 Months Ended

Aug. 02, 2024

Debt

Schedule of outstanding principal amount and carrying value of the Notes


	August 02, 2024		July 28, 2023
Liability component
Principal	$	300,000	$	300,000
Less: Debt issuance costs		3,419		5,171
Net carrying amount	$	296,581	$	294,829

Summary of interest expense for the Notes


	2024		2023		2022
Coupon interest	$	1,932	$	1,896	$	1,896
Amortization of issuance costs		1,752		1,730		1,755
Total interest expense	$	3,684	$	3,626	$	3,651

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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+ Details

Inventories (Tables)

12 Months Ended

Aug. 02, 2024

Inventories

Schedule of inventories


	August 02, 2024		July 28, 2023
Retail	$	138,278	$	145,175
Restaurant		25,829		24,427
Supplies		16,851		19,762
Total	$	180,958	$	189,364

Segment Information

12 Months Ended

Aug. 02, 2024

Segment Reporting

Segment Information

6. Segment Information

Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are indistinguishable in many respects. Accordingly, 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.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Net Income Per Share and Weighted Average Shares
Net Income (Loss)	$ 40,930	$ 99,050	$ 131,880
Net income per share denominator
Basic weighted average shares (in shares)	22,191,961	22,167,875	23,164,180
Add potential dilution
Nonvested stock awards and units (in shares)	127,933	97,524	81,830
Diluted weighted average shares (in shares)	22,319,894	22,265,399	23,246,010

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Disaggregation of Revenue
Total revenue	$ 3,470,762	$ 3,442,808	$ 3,267,786
Gift card breakage	11,397	10,713	9,572
Deferred revenue related to gift cards	84,854	88,556
Revenue recognized for redemption of gift cards	$ 36,958	40,103	42,169
Expiration period for reward points earned in loyalty program	12 months
Deferred revenue related to loyalty program	$ 1,544
Restaurant
Disaggregation of Revenue
Total revenue	2,794,128	2,740,866	2,565,628
Retail
Disaggregation of Revenue
Total revenue	$ 676,634	$ 701,942	$ 702,158

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Debt

12 Months Ended

Aug. 02, 2024

Debt

Debt

On June 17, 2022, the Company entered into a five-year $700,000 revolving credit facility (the “2022 Revolving Credit Facility”). The 2022 Revolving Credit Facility also contains an option to increase the revolving credit facility by $200,000. At August 02, 2024 and July 28, 2023, the Company had $180,000 and $120,000, respectively, in outstanding borrowings under the 2022 Revolving Credit Facility.

At August 02, 2024, the Company had $32,644 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 14). At August 02, 2024, the Company had $487,356 in borrowing availability under the 2022 Revolving Credit Facility.

In accordance with the 2022 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at (1) the Term Secured Overnight Financing Rate (SOFR) or (2) a base rate equal to the greatest of (i) the prime rate, (ii) a rate that is 0.5% in excess of the Federal Funds Rate, and (iii) Term SOFR plus 1.0%, in each case, plus an applicable margin based on the Company’s consolidated total leverage ratio. At August 02, 2024, the weighted average interest rate on $180,000 of the Company’s outstanding borrowings was 7.19%. At July 28, 2023, the weighted average interest rate on $120,000 of the Company’s outstanding borrowings was 6.79%.

The 2022 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total senior secured leverage ratio and a minimum consolidated interest coverage ratio. At August 02, 2024, the Company was in compliance with all debt covenants under the 2022 Revolving Credit Facility.

The 2022 Revolving Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the 2022 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2022 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total senior secured leverage ratio is 2.75 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 2.75 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, Cash Availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four.

Convertible Senior Notes

On June 18, 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625% convertible Senior Notes due in 2026 (the “Notes”) which included the exercise in full of the initial purchasers’ option to purchase up to an additional $25,000 principal amount of the Notes. The Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association as the Trustee. The Notes will mature on June 15, 2026, unless earlier converted, repurchased or redeemed. The Notes bear cash interest at an annual rate of 0.625%, payable semi-annually in arrears on June 15 and December 15 of each year.

The Notes are unsecured obligations and do not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. In an event of default, the principal amount of, and all accrued and unpaid interest on, all of the notes then outstanding will immediately become due and payable. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will consist exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 calendar days during which such event of default has occurred and is continuing, at a specified rate for the first 90 days of 0.25% per annum, and thereafter at a rate of 0.50% per annum, on the principal amount of the Notes.

The initial conversion rate applicable to the Notes was 5.3153 shares of the Company’s common stock per $1,000 principal amount of Notes, which represented an initial conversion price of approximately $188.14 per share of the Company’s common stock, a premium of 25.0% over the last reported sale price of $150.51 per share on June 15, 2021, the date on which the Notes were priced. The conversion rate is subject to customary adjustments upon the occurrence of certain events, including for the payment of dividends to holders of the Company’s common stock. On August 02, 2024, the conversion rate, as adjusted, was 6.2713 shares of the Company’s common stock per $1,000 principal amount of Notes. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

Net proceeds from the Notes offering were approximately $291,000, after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.

The Notes are accounted for entirely as a liability and the issuance costs of the Notes are accounted for wholly as debt issuance costs in the Consolidated Balance Sheets as of August 02, 2024 and July 28, 2023.

During any calendar quarter preceding September 30, 2021, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30 consecutive trading days of the quarter, holders may in the immediate quarter following, convert all of a portion of their Notes. The holders of the Notes were not eligible to convert their Notes during 2024, 2023 or 2022. When a conversion notice is received, the Company has the option to pay or deliver the conversion amount entirely in cash or a combination of cash and shares of the Company’s common stock. Accordingly, as of August 02, 2024 and July 28, 2023, the Company could not be required to settle the Notes in cash and, therefore, the Notes are classified as long-term debt.

The following table includes the outstanding principal amount and carrying value of the Notes as of the periods indicated:


	August 02, 2024		July 28, 2023
Liability component
Principal	$	300,000	$	300,000
Less: Debt issuance costs		3,419		5,171
Net carrying amount	$	296,581	$	294,829

The effective rate of the Notes over their expected life is 1.23%.

The following is a summary of interest expense for the Notes for each of the three years:


	2024		2023		2022
Coupon interest	$	1,932	$	1,896	$	1,896
Amortization of issuance costs		1,752		1,730		1,755
Total interest expense	$	3,684	$	3,626	$	3,651

Convertible Note Hedge and Warrant Transactions

In connection with the offering of the Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with certain of the initial purchasers of the Notes and/or their respective affiliates and other financial institutions (in this capacity, the “Hedge Counterparties”). Concurrently with the Company’s entry into the Convertible Note Hedge Transactions, the Company also entered into separate, warrant transactions with the Hedge Counterparties collectively relating to the same number of shares of the Company’s common stock, which initially is approximately 1,600,000 shares, subject to customary anti-dilution adjustments, and for which the Company received proceeds that partially offset the cost of entering into the Convertible Note Hedge Transactions (the “Warrant Transactions”).

The Convertible Note Hedge Transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Notes and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the Notes. By default, the Warrant Transactions are net share settled and the Company has the option to settle in cash or shares. The Warrant Transactions could have a dilutive effect on the Company’s common stock to the extent that the price of its common stock exceeds the strike price of the Warrant Transactions. The strike price was initially $263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions. On August 02, 2024, the strike price, as adjusted, of the Warrant Transactions was adjusted to $223.24 per share as a result of dividends declared since the Notes were issued.

As these transactions meet certain accounting criteria, the Convertible Note Hedge Transactions and Warrant Transactions were recorded in stockholders’ equity, not accounted for as derivatives and are not remeasured each reporting period.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Income Taxes

12 Months Ended

Aug. 02, 2024

Income Taxes

Income Taxes

12.	Income Taxes

The components of the provision for income taxes (income tax benefit) for each of the three years were as follows:


	2024		2023		2022
Current:
Federal	$	(10,448)	$	6,925	$	16,462
State		247		3,573		1,188
Deferred:
Federal		(3,526)		(4,902)		(4,543)
State		(3,017)		(1,035)		(1,604)
Total provision for income taxes (income tax benefit)	$	(16,744)	$	4,561	$	11,503

A reconciliation of the Company’s provision for income taxes (income tax benefit) and income taxes based on the statutory U.S. federal rate of 21.0% in 2024, 2023 and 2022 was as follows:


	2024		2023		2022
Provision computed at federal statutory income tax rate	$	5,079	$	21,758	$	30,110
State and local income taxes, net of federal benefit		874		2,069		1,452
Employer tax credits for FICA taxes paid on employee tip income		(16,926)		(16,772)		(15,395)
Other employer tax credits		(3,476)		(3,673)		(4,929)
Tax audit settlement		(2,718)		—		(1,939)
Carryback of federal tax credits		(1,545)		—		—
Non-deductible executive compensation		1,254		936		1,499
Share-based compensation		548		338		(47)
Other-net		166		(95)		752
Total provision for income taxes (income tax benefit)	$	(16,744)	$	4,561	$	11,503

The decrease in the Company’s provision for income taxes in 2024 as compared to 2023 is primarily due to the decrease in income before income taxes and favorable audit settlements in 2024. The decrease in the Company’s provision for income taxes in 2023 as compared to 2022 is primarily due to the decrease in income before income taxes.

Significant components of the Company’s net deferred tax liability consisted of the following at:


	August 02, 2024		July 28, 2023
Deferred tax assets:
Compensation and employee benefits	$	5,677	$	6,406
Accrued liabilities		14,202		15,843
Operating lease liabilities		181,094		186,813
Insurance reserves		8,760		7,360
Inventory		3,515		3,204
Deferred tax credits and carryforwards		33,979		30,720
Other		7,132		11,057
Deferred tax assets	$	254,359	$	261,403

Deferred tax liabilities:
Property and equipment	$	97,014	$	100,185
Inventory		6,217		6,028
Operating lease right-of-use asset		211,826		221,882
Other		7,014		7,564
Deferred tax liabilities		322,071		335,659
Net deferred tax liability	$	67,712	$	74,256

The Company has a deferred tax asset of $17,308 reflecting federal income tax credit carryforwards that expire in 2044. The Company has state income tax net operating loss carryforwards (“NOL”) of $104,924 and has recorded a deferred tax asset of $5,737 reflecting this benefit. These state NOLs generally expire in years beginning 2037 and after.

The Company believes that adequate amounts of tax, interest and penalties have been provided for potential tax uncertainties; these amounts are included in other long-term liabilities in the Consolidated Balance Sheets. As of August 02, 2024 and July 28, 2023, the Company’s gross liability for uncertain tax positions, exclusive of interest and penalties, was $7,404 and $9,675, respectively.

Summarized below is a tabular reconciliation of the beginning and ending balance of the Company’s total gross liability for uncertain tax positions exclusive of interest and penalties:


	August 02, 2024		July 28, 2023		July 29, 2022
Balance at beginning of year	$	9,675	$	10,858	$	14,477
Tax positions related to the current year:
Additions		276		710		1,152
Reductions		—		—		—
Tax positions related to the prior year:
Additions		43		52		17
Reductions		(674)		(298)		(1,241)
Settlements		(1,433)		—		(1,942)
Expiration of statute of limitations		(483)		(1,647)		(1,605)
Balance at end of year	$	7,404	$	9,675	$	10,858

If the Company were to prevail on all uncertain tax positions, the reversal of this accrual would be a tax benefit to the Company and impact the effective tax rate. The following table highlights the amount of uncertain tax positions, exclusive of interest and penalties, which, if recognized, would affect the effective tax rate for each of the three years:


	2024		2023		2022
Uncertain tax positions	$	5,849	$	7,644	$	8,578

The Company had $7,913, $7,896, and $7,133 in interest and penalties accrued as of August 02, 2024, July 28, 2023, and July 29, 2022, respectively.

The Company recognized accrued interest and penalties related to unrecognized tax benefits of $17, $764 and $(622) in its provision for income taxes (income tax benefit) on August 02, 2024, July 28, 2023 and July 29, 2022, respectively.

In many cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant taxing authorities. Based on the outcome of these examinations or as a result of the expiration of the statutes of limitations for specific taxing jurisdictions, it is reasonably possible that the related uncertain tax positions taken regarding previously filed tax returns could decrease from those recorded as liabilities for uncertain tax positions in the Company’s financial statements at August 02, 2024 by approximately $1,000 to $2,000 within the next twelve months. At August 02, 2024, the Company was subject to income tax examinations for its U.S. federal income taxes after 2018 and for state and local income taxes generally after 2019.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
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-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies (Details) $ in Thousands	Aug. 02, 2024 USD ($)
Standby Letters of Credit \| Revolving Credit Facility
Loss Contingencies
Amount of standby letters of credit	$ 32,644

Leases - Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases (Details)	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Leases
Weighted-average remaining lease term	15 years 10 months 17 days	16 years 10 months 17 days	17 years 4 months 17 days
Weighted-average discount rate	5.38%	5.09%	4.90%

Share-Based Compensation (Tables)

12 Months Ended

Aug. 02, 2024

Share-Based Compensation

Summary of performance periods and vesting periods for nonvested stock awards under long-term performance plans


		Vesting Period
Long-Term Performance Plan (“LTPP”)	Performance Period	(in Years)
2024 LTPP	2024 – 2026	3
2023 LTPP	2023 – 2025	3
2022 LTPP	2022 – 2024	3

Summary of accrued long-term performance shares


2024 LTPP		34,290
2023 LTPP		15,492
2022 LTPP		11,139

Summary of nonvested stock activity


		Weighted-Average Grant
Nonvested Stock	Shares	Date Fair Value
Unvested at July 28, 2023	180,657	$	114.47
Granted	129,674		70.66
Vested	(72,631)		118.01
Forfeited	(11,545)		120.18
Unvested at August 02, 2024	226,155	$	87.92

Summary of total fair value of nonvested stock


	2024		2023		2022
Total fair value of nonvested stock	$	8,571	$	4,947	$	6,166

Schedule of components of share-based compensation expense


	2024		2023		2022
Total compensation expense	$	10,298	$	9,045	$	8,198

Schedule of total unrecognized compensation


	Nonvested
	Stock Awards
Total unrecognized compensation	$	5,752
Weighted-average period in years		1.43

Income Taxes (Tables)

12 Months Ended

Aug. 02, 2024

Income Taxes

Schedule of components of the provision for income taxes

The components of the provision for income taxes (income tax benefit) for each of the three years were as follows:


	2024		2023		2022
Current:
Federal	$	(10,448)	$	6,925	$	16,462
State		247		3,573		1,188
Deferred:
Federal		(3,526)		(4,902)		(4,543)
State		(3,017)		(1,035)		(1,604)
Total provision for income taxes (income tax benefit)	$	(16,744)	$	4,561	$	11,503

Schedule of reconciliation of provision for income taxes and income taxes based on statutory U.S. federal rate

A reconciliation of the Company’s provision for income taxes (income tax benefit) and income taxes based on the statutory U.S. federal rate of 21.0% in 2024, 2023 and 2022 was as follows:


	2024		2023		2022
Provision computed at federal statutory income tax rate	$	5,079	$	21,758	$	30,110
State and local income taxes, net of federal benefit		874		2,069		1,452
Employer tax credits for FICA taxes paid on employee tip income		(16,926)		(16,772)		(15,395)
Other employer tax credits		(3,476)		(3,673)		(4,929)
Tax audit settlement		(2,718)		—		(1,939)
Carryback of federal tax credits		(1,545)		—		—
Non-deductible executive compensation		1,254		936		1,499
Share-based compensation		548		338		(47)
Other-net		166		(95)		752
Total provision for income taxes (income tax benefit)	$	(16,744)	$	4,561	$	11,503

Schedule of significant components of net deferred tax liability

Significant components of the Company’s net deferred tax liability consisted of the following at:


	August 02, 2024		July 28, 2023
Deferred tax assets:
Compensation and employee benefits	$	5,677	$	6,406
Accrued liabilities		14,202		15,843
Operating lease liabilities		181,094		186,813
Insurance reserves		8,760		7,360
Inventory		3,515		3,204
Deferred tax credits and carryforwards		33,979		30,720
Other		7,132		11,057
Deferred tax assets	$	254,359	$	261,403

Deferred tax liabilities:
Property and equipment	$	97,014	$	100,185
Inventory		6,217		6,028
Operating lease right-of-use asset		211,826		221,882
Other		7,014		7,564
Deferred tax liabilities		322,071		335,659
Net deferred tax liability	$	67,712	$	74,256

Schedule of income tax reconciliation

Summarized below is a tabular reconciliation of the beginning and ending balance of the Company’s total gross liability for uncertain tax positions exclusive of interest and penalties:


	August 02, 2024		July 28, 2023		July 29, 2022
Balance at beginning of year	$	9,675	$	10,858	$	14,477
Tax positions related to the current year:
Additions		276		710		1,152
Reductions		—		—		—
Tax positions related to the prior year:
Additions		43		52		17
Reductions		(674)		(298)		(1,241)
Settlements		(1,433)		—		(1,942)
Expiration of statute of limitations		(483)		(1,647)		(1,605)
Balance at end of year	$	7,404	$	9,675	$	10,858

Schedule of amount of uncertain tax positions, exclusive of interest and penalties, which, if recognized, would affect effective tax rate


	2024		2023		2022
Uncertain tax positions	$	5,849	$	7,644	$	8,578

Inventories (Details) - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023
Inventories
Retail	$ 138,278	$ 145,175
Restaurant	25,829	24,427
Supplies	16,851	19,762
Total	$ 180,958	$ 189,364

Share-Based Compensation - Stock Compensation Plans (Details) - shares	12 Months Ended
	Aug. 02, 2024	Nov. 19, 2020
Share-Based Payments
Number of shares granted (in shares)	49,418
2010 Omnibus Plan
Share-Based Payments
Number of shares granted (in shares)	0
Number of outstanding awards (in shares)	1,259
2020 Omnibus Plan
Share-Based Payments
Number of shares of common stock originally authorized for issuance (in shares)		1,033,441
Common stock reserved for future issuance (in shares)	982,523
Number of outstanding awards (in shares)	285,817

Debt - Convertible Senior Notes (Details) - 0.625% Convertible Senior Notes Due 2026		12 Months Ended
	Jun. 18, 2021 USD ($) $ / shares shares	Aug. 02, 2024 USD ($) D shares	Jul. 28, 2023 USD ($)	Jun. 15, 2021 $ / shares
Convertible Senior Notes
Interest rate	0.625%	0.625%
Maturity date	Jun. 15, 2026
Periodic interest payment frequency	semi-annually
Period of special interest to be received in the event of default		180 days
Special interest rate to be received for first 90 days	0.25%
Special Interest rate to be received thereafter	0.50%
Conversion rate of common stock (in shares) \| shares	5.3153	6.2713
Debt instrument, converted amount	$ 1,000,000	$ 1,000,000
Conversion price (in dollars per share) \| $ / shares	$ 188.14
Common stock premium percentage	25.00%
Sale price per share (in dollars per share) \| $ / shares				$ 150.51
Net proceeds from notes offering		$ 291,000,000
Threshold percentage of stock price trigger		130.00%
Threshold trading days \| D		20
Threshold consecutive trading days \| D		30
Liability component
Principal	$ 300,000,000	$ 300,000,000	$ 300,000,000
Less: Debt issuance costs		3,419,000	5,171,000
Net carrying amount		$ 296,581,000	$ 294,829,000
Maximum
Convertible Senior Notes
Additional principal amount	$ 25,000,000

Share Repurchases

12 Months Ended

Aug. 02, 2024

Share Repurchases

Share Repurchases

5.	Share Repurchases

Subject to the limits imposed by the Company’s revolving credit facility, in the fourth quarter of 2022, the Company was authorized by its Board of Directors to repurchase shares of the Company’s outstanding common stock at management’s discretion up to a total value of $200,000. On June 2, 2023, the Company’s Board of Directors renewed this authorization for an additional year which expired on June 2, 2024. In 2024, the Company did not repurchase any shares of its common stock. In 2023, the Company repurchased 171,792 shares of its common stock in the open market at an aggregate cost of $17,449. In 2022, the Company repurchased 1,248,184 shares of its common stock in the open market at an aggregate cost of $131,542.

Nature of Operations and Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023
Intangible assets
Goodwill impairment charges	$ 4,690
Maple Street Biscuit Company
Intangible assets
Ownership interest acquired	100.00%	100.00%
MSBC Tradename
Intangible assets
Indefinite-lived intangible asset		$ 20,960
Liquor Licenses
Intangible assets
Indefinite-lived intangible asset	$ 3,365	$ 2,290

Net Income Per Share and Weighted Average Shares (Tables)

12 Months Ended

Aug. 02, 2024

Net Income Per Share and Weighted Average Shares

Schedule of computation of basic and diluted earnings per share


	2024		2023		2022
Net income per share numerator	$	40,930	$	99,050	$	131,880

Net income per share denominator:
Basic weighted average shares		22,191,961		22,167,875		23,164,180
Add potential dilution:
Nonvested stock awards and units		127,933		97,524		81,830
Diluted weighted average shares		22,319,894		22,265,399		23,246,010

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Current
Federal	$ (10,448)	$ 6,925	$ 16,462
State	247	3,573	1,188
Deferred
Federal	(3,526)	(4,902)	(4,543)
State	(3,017)	(1,035)	(1,604)
Total provision for income taxes	$ (16,744)	$ 4,561	$ 11,503
Reconciliation of provision for income taxes and income taxes
U.S. federal statutory rate	21.00%	21.00%	21.00%
Provision computed at federal statutory income tax rate	$ 5,079	$ 21,758	$ 30,110
State and local income taxes, net of federal benefit	874	2,069	1,452
Employer tax credits for FICA taxes paid on employee tip income	(16,926)	(16,772)	(15,395)
Other employer tax credits	(3,476)	(3,673)	(4,929)
Tax audit settlement	(2,718)		(1,939)
Carryback of federal tax credits	(1,545)
Non-deductible executive compensation	1,254	936	1,499
Stock-based compensation	548	338	(47)
Other-net	166	(95)	752
Deferred tax assets
Compensation and employee benefits	5,677	6,406
Accrued liabilities	14,202	15,843
Operating lease liabilities	181,094	186,813
Insurance reserves	8,760	7,360
Inventory	3,515	3,204
Deferred tax credits and carryforwards	33,979	30,720
Other	7,132	11,057
Deferred tax assets	254,359	261,403
Deferred tax liabilities
Property and equipment	97,014	100,185
Inventory	6,217	6,028
Operating lease right-of-use asset	211,826	221,882
Other	7,014	7,564
Deferred tax liabilities	322,071	335,659
Net deferred tax liability	67,712	74,256
Federal income tax credit carryforwards	17,308
State income tax net operating loss carryforwards	104,924
Deferred tax asset	5,737
Reconciliation of gross liability for uncertain tax positions
Balance at beginning of year	9,675	10,858	14,477
Tax positions related to the current year
Additions	276	710	1,152
Tax positions related to the prior year
Additions	43	52	17
Reductions	(674)	(298)	(1,241)
Settlements	(1,433)		(1,942)
Expiration of statute of limitations	(483)	(1,647)	(1,605)
Balance at end of year	7,404	9,675	10,858
Uncertain tax positions	5,849	7,644	8,578
Potential interest and penalties
Interest and penalties	7,913	7,896	7,133
Interest and penalties
Interest and penalties related to uncertain tax positions	17	$ 764	$ (622)
Minimum
Uncertain Tax Positions
Potential decrease of liabilities for uncertain tax positions within next twelve months	1,000
Maximum
Uncertain Tax Positions
Potential decrease of liabilities for uncertain tax positions within next twelve months	$ 2,000

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 40,930	$ 99,050	$ 131,880

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Fair Value Measurements (Tables)

12 Months Ended

Aug. 02, 2024

Fair Value Measurements

Schedule of assets and liabilities measured at fair value on a recurring basis

The Company’s assets and liabilities measured at fair value on a recurring basis at August 02, 2024 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	1	$	—	$	—	$	1
Total	$	1	$	—	$	—	$	1
Deferred compensation plan assets**								25,719
Total assets at fair value							$	25,720

The Company’s assets and liabilities measured at fair value on a recurring basis at July 28, 2023 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	9,001	$	—	$	—	$	9,001
Total	$	9,001	$	—	$	—	$	9,001
Deferred compensation plan assets**								27,129
Total assets at fair value							$	36,130

*Consists of money market fund investments.

Share-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Compensation Expense
Total compensation expense	$ 10,298	$ 9,045	$ 8,198
Total unrecognized compensation expense and weighted-average periods over which the expense is expected to be recognized
Number of shares issued from vesting of share-based compensation awards (in shares)	49,418
Tax withholding payment net of cash received from issuance of share based compensation awards	$ (1,608)	$ (2,448)	$ (2,599)
Nonvested Stock Awards
Total unrecognized compensation expense and weighted-average periods over which the expense is expected to be recognized
Total unrecognized compensation	$ 5,752
Weighted average period in years	1 year 5 months 4 days

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Aug. 02, 2024	Sep. 13, 2024	Jan. 26, 2024
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Aug. 02, 2024
Document Transition Report	false
Entity File Number	000-25225
Entity Registrant Name	Cracker Barrel Old Country Store, Inc.
Entity Incorporation, State or Country Code	TN
Entity Tax Identification Number	62-0812904
Entity Address, Address Line One	305 Hartmann Drive
Entity Address, City or Town	Lebanon
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37087-4779
City Area Code	615
Local Phone Number	444-5533
Title of 12(b) Security	Common Stock (Par Value $0.01)
Trading Symbol	CBRL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 1,696,655,108
Entity Common Stock, Shares Outstanding		22,204,312
Auditor Name	Deloitte & Touche LLP
Auditor Firm ID	34
Auditor Location	Nashville, Tennessee
Entity Central Index Key	0001067294
Current Fiscal Year End Date	--08-02
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false

Share-Based Compensation - Nonvested Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Aug. 02, 2024	Jul. 28, 2023	Jul. 29, 2022
Nonvested Stock Awards
Nonvested stock, shares, rollforward
Unvested, beginning of period (in shares)	180,657
Granted (in shares)	129,674
Vested (in shares)	(72,631)
Forfeited (in shares)	(11,545)
Unvested, end of period (in shares)	226,155	180,657
Nonvested stock, weighted-average grant date fair value rollforward
Unvested, beginning of period (in dollars per share)	$ 114.47
Granted (in dollars per share)	70.66
Vested (in dollars per share)	118.01
Forfeited (in dollars per share)	120.18
Unvested, end of period (in dollars per share)	$ 87.92	$ 114.47
Total fair value of nonvested stock	$ 8,571	$ 4,947	$ 6,166
Nonvested Stock Awards \| Minimum
Nonvested Stock Awards and Nonvested Stock Units
Vesting period	1 year
Nonvested Stock Awards \| Maximum
Nonvested Stock Awards and Nonvested Stock Units
Vesting period	3 years
2024 LTPP
Nonvested Stock Awards and Nonvested Stock Units
Vesting period	3 years
Nonvested stock earned (in shares)	34,290
2024 LTPP \| Minimum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2024
2024 LTPP \| Maximum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2026
2023 LTPP
Nonvested Stock Awards and Nonvested Stock Units
Vesting period	3 years
Nonvested stock earned (in shares)	15,492
2023 LTPP \| Minimum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2023
2023 LTPP \| Maximum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2025
2022 LTPP
Nonvested Stock Awards and Nonvested Stock Units
Vesting period	3 years
Nonvested stock earned (in shares)	11,139
2022 LTPP \| Minimum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2022
2022 LTPP \| Maximum
Nonvested Stock Awards and Nonvested Stock Units
Performance period	2024