0001558370-24-016001 | 10-Q | XBRL Viewer | Cracker Barrel OLD Country Store INC

Fair Value Measurements (Details) $ in Thousands	3 Months Ended
Fair Value Measurements (Details) $ in Thousands	Nov. 01, 2024 USD ($) location	Aug. 02, 2024 USD ($)	Jun. 18, 2021
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Impairment charges	$ 700
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	$ 275,625	$ 267,939
Maple Street Biscuit Company
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Number of locations determined to be impaired \| location	2
Recurring \| Estimated Fair Value
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Liabilities at fair value	$ 0	$ 0

Inventories (Details) - USD ($)
$ in Thousands

Nov. 01, 2024

Aug. 02, 2024

Inventories

Retail

$ 154,329

$ 138,278

Restaurant

29,799

25,829

Supplies

17,787

16,851

Total

$ 201,915

$ 180,958

^[1]

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of August 02, 2024, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended August 02, 2024.

Debt - Convertible Note Hedge and Warrant Transactions (Details) - Convertible Note Hedge and Warrant Transactions	Nov. 01, 2024 $ / shares shares
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)	$ 222.10

Condensed Consolidated Financial Statements (Policies)	3 Months Ended
Nov. 01, 2024
Condensed Consolidated Financial Statements
Recent Accounting Pronouncements Not Yet Adopted	Recent Accounting Pronouncements Not Yet Adopted Segment Disclosures In November 2023, the Financial Accounting Standards Boards (“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 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. Disaggregation of Income Statement Expenses In November 2024, the FASB issued new disclosure requirements which require disaggregated information about certain income statement line items. These new disclosure requirements are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. These disclosure requirements may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in 2028 as well as interim disclosures beginning in the first quarter of 2029.

Condensed Consolidated Financial Statements (Policies)

3 Months Ended

Nov. 01, 2024

Condensed Consolidated Financial Statements

Recent Accounting Pronouncements Not Yet Adopted

Recent Accounting Pronouncements Not Yet Adopted

Segment Disclosures

In November 2023, the Financial Accounting Standards Boards (“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 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.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued new disclosure requirements which require disaggregated information about certain income statement line items. These new disclosure requirements are effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. These disclosure requirements may be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements. The Company is currently evaluating the effect of adopting these new disclosure requirements on its consolidated financial statements and related disclosures in 2028 as well as interim disclosures beginning in the first quarter of 2029.

Commitments and Contingencies (Details) $ in Thousands	Nov. 01, 2024 USD ($)
Standby Letters of Credit \| Revolving Credit Facility
Loss Contingencies
Amount of standby letters of credit	$ 34,004

Leases - Weighted-Average Remaining Lease Term and Weighted-Average Discount Rate for Operating Leases (Details)	Nov. 01, 2024	Oct. 27, 2023
Leases
Weighted-average remaining lease term	15 years 6 months 14 days	16 years 2 months 26 days
Weighted-average discount rate	5.40%	5.13%

Inventories

3 Months Ended

Nov. 01, 2024

Inventories

Inventories

3.	Inventories

Inventories were comprised of the following as of the dates indicated:


	November 01, 2024		August 02, 2024
Retail	$	154,329	$	138,278
Restaurant		29,799		25,829
Supplies		17,787		16,851
Total	$	201,915	$	180,958

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Nov. 01, 2024	Oct. 27, 2023	Aug. 02, 2024
Disaggregation of Revenue
Total revenue	$ 845,089	$ 823,839
Gift card breakage	9,189	3,170
Deferred revenue related to gift cards	72,613		$ 84,854
Revenue recognized for redemption of gift cards	$ 14,358	14,847
Expiration period for reward points earned in loyalty program	12 months
Other Current Liabilities
Disaggregation of Revenue
Deferred revenue related to loyalty program	$ 3,062		$ 1,544
Restaurant
Disaggregation of Revenue
Total revenue	683,271	660,793
Retail
Disaggregation of Revenue
Total revenue	$ 161,818	$ 163,046

Seasonality

3 Months Ended

Nov. 01, 2024

Seasonality

Seasonality

5.	Seasonality

Historically, the revenue and net income of the Company have been lower in the first and third quarters and higher in the second and fourth quarters. Management attributes these variations to the holiday shopping season and the summer vacation and travel season. The Company’s retail sales, which are made substantially to the Company’s restaurant customers, historically have been highest in the Company’s second quarter, which includes the holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been higher during the summer months, thereby contributing to higher profits in the Company’s fourth quarter. The Company generally opens additional new locations throughout the year. Therefore, the results of operations for any interim period cannot be considered indicative of the operating results for an entire year.

Leases - Summary (Details) $ in Thousands	3 Months Ended
Leases - Summary (Details) $ in Thousands	Nov. 01, 2024 USD ($) agreement period
Leases
Initial lease term	20 years
Maximum
Leases
Lease renewal option	50 years
Restaurant Stores
Leases
Initial lease term	10 years
Lease renewal option	5 years
Undiscounted future payments to begin in next 12 months \| $	$ 1,170
Undiscounted future payments to begin in next 24 months \| $	$ 10,210
Restaurant Stores \| Minimum
Leases
Number of optional renewal periods \| period	4
Restaurant Stores \| Maximum
Leases
Number of optional renewal periods \| period	5
Cracker Barrel Old Country Store
Leases
Number of lease agreements \| agreement	1
Maple Street Biscuit Company
Leases
Number of lease agreements \| agreement	2

Leases - Supplemental Cash Flow Information and Non-cash Activity Related to Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$ 24,456	$ 24,347
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities	1,643	3,651
Lease modifications or reassessments increasing right-of-use assets	11,957	16,917
Lease modifications removing right-of-use assets	$ (127)	$ (144)

Debt

3 Months Ended

Nov. 01, 2024

Debt

Debt

4.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 contains an option to increase the revolving credit facility by $200,000. The Company’s outstanding borrowings under the 2022 Revolving Credit Facility were $230,000 and $180,000 on November 01, 2024 and August 02, 2024, respectively.

As of November 01, 2024, the Company had $34,004 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 10 for more information on the Company’s standby letters of credit). As of November 01, 2024, the Company had $435,996 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 November 01, 2024, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.63%.

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 November 01, 2024, the Company was in compliance with all financial 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”). The Notes are governed by the terms of an indenture (the “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 the payment of dividends to holders of the Company’s common stock. As of November 01, 2024, the conversion rate, as adjusted, was 6.3035 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.

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


	November 01, 2024		August 02, 2024
Liability component
Principal	$	300,000	$	300,000
Less: Debt issuance costs (1)		2,977		3,419
Net carrying amount	$	297,023	$	296,581

(1)	Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.

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 specified periods:


	Quarter Ended
	November 01,		October 27,
	2024		2023
Coupon interest	$	474	$	474
Amortization of issuance costs		442		436
Total interest expense	$	916	$	910

During any calendar quarter commencing after 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 quarter immediately following, convert all or a portion of their Notes. The holders of the Notes were not eligible to convert their Notes during the first three months of 2025 or during 2024, 2023, 2022 or 2021. 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 November 01, 2024, the Company could not be required to settle the Notes and, therefore, the Notes are classified as long-term debt.

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 was 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 underlay 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 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. As of November 01, 2024, the strike price, as adjusted, of the Warrant Transactions was $222.10 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 shareholders’ 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
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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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 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 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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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/disclosureRef
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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 18: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Debt (Tables)

3 Months Ended

Nov. 01, 2024

Debt

Schedule of outstanding principal and carrying value of notes


	November 01, 2024		August 02, 2024
Liability component
Principal	$	300,000	$	300,000
Less: Debt issuance costs (1)		2,977		3,419
Net carrying amount	$	297,023	$	296,581

(1)	Debt issuance costs are amortized to interest expense using the effective interest method over the expected life of the Notes.

Summary of interest expense for the Notes


	Quarter Ended
	November 01,		October 27,
	2024		2023
Coupon interest	$	474	$	474
Amortization of issuance costs		442		436
Total interest expense	$	916	$	910

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Total revenue	$ 845,089	$ 823,839
Cost of goods sold (exclusive of depreciation and rent)	258,901	255,559
Labor and other related expenses	307,225	304,447
Other store operating expenses	211,548	203,685
General and administrative expenses	59,644	48,735
Impairment and store closing costs	700
Operating income	7,071	11,413
Interest expense, net	5,822	4,938
Income before income taxes	1,249	6,475
Provision for income taxes (income tax benefit)	(3,595)	1,019
Net income	$ 4,844	$ 5,456
Net income per share:
Basic (in dollars per share)	$ 0.22	$ 0.25
Diluted (in dollars per share)	$ 0.22	$ 0.25
Weighted average shares:
Basic (in shares)	22,217,737	22,165,852
Diluted (in shares)	22,390,249	22,263,690

Fair Value Measurements

3 Months Ended

Nov. 01, 2024

Fair Value Measurements

Fair Value Measurements

2.	Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at November 01, 2024 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	1,001	$	—	$	—	$	1,001
Total	$	1,001	$	—	$	—	$	1,001
Deferred compensation plan assets**								23,699
Total assets at fair value							$	24,700

The Company’s assets 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

*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 Condensed Consolidated Balance Sheets as other assets.

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 the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The Company did not have any liabilities measured at fair value on a recurring basis at November 01, 2024 and August 02, 2024. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at November 01, 2024 and August 02, 2024, respectively.

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. The estimated fair value of the Notes was $275,625 and $267,939 as of November 01, 2024 and August 02, 2024, respectively.

Assets Measured at Fair Value on a Nonrecurring Basis

In the first quarter of 2025, two Maple Street Biscuit Company (“MSBC”) 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 $700 in the first quarter of 2025, which are included in the impairment and store closing costs line on the Condensed 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

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
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-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

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-Name Accounting Standards Codification
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-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

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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
-Topic 820
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
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-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
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-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Nov. 01, 2024	Nov. 22, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 01, 2024
Document Transition Report	false
Entity File Number	001-25225
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		22,259,168
Entity Central Index Key	0001067294
Current Fiscal Year End Date	--08-01
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Amendment Flag	false

Commitments and Contingencies

3 Months Ended

Nov. 01, 2024

Commitments and Contingencies.

Commitments and Contingencies

10.

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 contingencies will not materially affect the Company’s financial statements.

Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of November 01, 2024, the Company had $34,004 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 2022 Revolving Credit Facility. See Note 4 for additional information regarding the Company’s 2022 Revolving Credit Facility.

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 such indemnification agreements is sufficiently remote that no such liability has been recorded in the Condensed Consolidated Balance Sheet as of November 01, 2024.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Cash dividends declared (in dollars per share)	$ 0.25	$ 1.30

Inventories (Tables)

3 Months Ended

Nov. 01, 2024

Inventories

Schedule of inventories


	November 01, 2024		August 02, 2024
Retail	$	154,329	$	138,278
Restaurant		29,799		25,829
Supplies		17,787		16,851
Total	$	201,915	$	180,958

Debt - Revolving Credit Facility (Details) - 2022 Revolving Credit Facility - USD ($) $ in Thousands		3 Months Ended
	Jun. 17, 2022	Nov. 01, 2024	Aug. 02, 2024
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		$ 230,000	$ 180,000
Amount of standby letters of credit		34,004
Remaining borrowing capacity		$ 435,996
Weighted average interest rate		6.63%
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
Federal Funds Rate
Line of Credit Facility
Debt instrument, basis spread on variable rate		0.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility
Debt instrument, basis spread on variable rate		1.00%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

Nov. 01, 2024

Oct. 27, 2023

Cash flows from operating activities:

Net income

$ 4,844

$ 5,456

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

29,154

26,669

Amortization of debt issuance costs

442

436

Loss on disposition of property and equipment

2,338

1,632

Impairment

700

Share-based compensation

2,625

1,622

Noncash lease expense

14,957

15,180

Amortization of asset recognized from gain on sale and leaseback transactions

3,184

Changes in assets and liabilities:

Inventories

(20,957)

(17,905)

Other current assets

(11,454)

1,358

Accounts payable

(2,680)

(22,190)

Other current liabilities

(3,525)

(4,832)

Other long-term assets and liabilities

(24,023)

(26,407)

Net cash used in operating activities

(4,395)

(15,797)

Cash flows from investing activities:

Purchase of property and equipment

(38,952)

(24,718)

Proceeds from insurance recoveries of property and equipment

Proceeds from sale of property and equipment

134

Net cash used in investing activities

(38,753)

(24,598)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

136,500

156,000

Principal payments under long-term debt

(86,500)

(96,000)

Taxes withheld from issuance of share-based compensation awards

(1,239)

(1,501)

Dividends on common stock

(6,114)

(29,337)

Net cash provided by financing activities

42,647

29,162

Net decrease in cash and cash equivalents

(501)

(11,233)

Cash and cash equivalents, beginning of period

12,035

25,147

Cash and cash equivalents, end of period

11,534

13,914

Cash paid during the period for:

Interest, net of amounts capitalized

4,190

3,458

Income taxes

113

Supplemental schedule of non-cash investing and financing activities:

Capital expenditures accrued in accounts payable

^[1]

5,979

4,316

Dividends declared but not yet paid

^[1]

$ 7,000

$ 30,046

[1]	See Note 8 for additional supplemental disclosures related to leases.

Fair Value Measurements (Tables)

3 Months Ended

Nov. 01, 2024

Fair Value Measurements

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

The Company’s assets measured at fair value on a recurring basis at November 01, 2024 were as follows:


							Total Fair
	Level 1		Level 2		Level 3		Value
Cash equivalents*	$	1,001	$	—	$	—	$	1,001
Total	$	1,001	$	—	$	—	$	1,001
Deferred compensation plan assets**								23,699
Total assets at fair value							$	24,700

The Company’s assets 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

*Consists of money market fund investments.

Leases

3 Months Ended

Nov. 01, 2024

Leases

Leases

8.	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 advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating leases. Additionally, the Company completed sale-leaseback transactions in 2009, 2020 and 2021 (see section below entitled “Sale and Leaseback Transactions”); all the properties qualified for sale and leaseback and operating lease accounting classification. 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 real estate 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 has entered into real estate leases for one Cracker Barrel and two MSBC locations that are not recorded as right-of-use assets or lease liabilities as we have not yet taken possession. These leases are expected to commence in 2025 and 2026 with undiscounted future payments of $1,170 and $10,210, respectively.

The Company has elected not to separate lease and non-lease components. Additionally, the Company has 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.

The following table summarizes the components of lease cost for operating leases for the specified periods:


	Quarter Ended
	November 01,		October 27,
	2024		2023
Operating lease cost	$	27,664	$	27,768
Short term lease cost		520		194
Variable lease cost		961		837
Total lease cost	$	29,145	$	28,799

The following table summarizes supplemental cash flow information and non-cash activity related to the Company’s operating leases for the specified periods:


	Quarter Ended
	November 01,		October 27,
	2025		2023
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	24,456	$	24,347
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		1,643		3,651
Lease modifications or reassessments increasing right-of-use assets		11,957		16,917
Lease modifications removing right-of-use assets		(127)		(144)

The following table summarizes the weighted-average remaining lease term and the weighted-average discount rate for operating leases as of dates indicated:


	November 01, 2024		October 27, 2023
Weighted-average remaining lease term	15.54 Years		16.24 Years
Weighted-average discount rate	5.40	%	5.13	%

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of November 01, 2024:


Year	Total
Remainder of 2025	$	71,809
2026		78,059
2027		70,912
2028		68,086
2029		65,894
Thereafter		739,449
Total future minimum lease payments		1,094,209
Less imputed remaining interest		(369,582)
Total present value of operating lease liabilities	$	724,627

Sale and Leaseback Transactions

In 2009, the Company completed sale and leaseback transactions involving 15 of its owned Cracker Barrel stores and its retail distribution center. Under the transactions, the Company sold the land, buildings and improvements and subsequently leased the land, buildings and improvements for terms of 20 or 15 years. 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.

Debt - Convertible Senior Notes (Details) - 0.625% Convertible Senior Notes Due 2026		3 Months Ended
	Jun. 18, 2021 USD ($) $ / shares shares	Nov. 01, 2024 USD ($) D shares	Aug. 02, 2024 USD ($)	Jun. 15, 2021 $ / shares
Convertible Senior Notes
Debt Instrument, Face Amount	$ 300,000,000
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	6.3035
Debt instrument, converted amount	$ 1,000	$ 1,000
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
Less: Debt issuance costs		2,977,000	3,419,000
Net carrying amount		$ 297,023,000	$ 296,581,000

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Nov. 01, 2024	Aug. 02, 2024
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)	22,242,228	22,203,043
Common stock, shares outstanding (in shares)	22,242,228	22,203,043
Series A Junior Participating Preferred Stock
Shareholders' Equity:
Preferred stock, shares authorized (in shares)	300,000	300,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Nov. 01, 2024

Aug. 02, 2024

^[1]

Current Assets:

Cash and cash equivalents

$ 11,534

$ 12,035

Accounts receivable

39,898

39,204

Inventories

201,915

180,958

Prepaid expenses and other current assets

57,029

46,017

Total current assets

310,376

278,214

Property and equipment

2,461,132

2,438,851

Less: Accumulated depreciation and amortization

1,494,575

1,479,030

Property and equipment - net

966,557

959,821

Operating lease right-of-use assets, net

846,166

850,835

Intangible assets

24,406

24,425

Other assets

45,491

48,199

Total assets

2,192,996

2,161,494

Current Liabilities:

Accounts payable

159,608

162,288

Accrued employee compensation

44,379

60,385

Other current liabilities

244,126

231,534

Total current liabilities

448,113

454,207

Long-term debt

527,023

476,581

Long-term operating lease liabilities

667,182

675,993

Other long-term obligations

109,978

114,564

Commitments and Contingencies (Note 10)

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; 22,242,228 shares issued and outstanding at November 01, 2024, and 22,203,043 shares issued and outstanding at August 02, 2024

222

Additional paid-in capital

13,961

12,575

Retained earnings

426,517

427,352

Total shareholders' equity

440,700

440,149

Total liabilities and shareholders' equity

$ 2,192,996

$ 2,161,494

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of August 02, 2024, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended August 02, 2024.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Nov. 01, 2024	Oct. 27, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 4,844	$ 5,456

- 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 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

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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+ Details

Fair Value Measurements - Fair value on recurring basis (Details) - Recurring - Estimated Fair Value - USD ($) $ in Thousands	Nov. 01, 2024	Aug. 02, 2024
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Cash equivalents*	$ 1,001	$ 1
Total	1,001	1
Deferred compensation plan assets**	23,699	25,719
Total assets at fair value	24,700	25,720
Level 1
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Cash equivalents*	1,001	1
Total	$ 1,001	$ 1

Leases - Sale and Leaseback Transactions (Details) - store	12 Months Ended
	Jul. 30, 2021	Jul. 31, 2020	Jul. 31, 2009	Nov. 01, 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
Lease renewal option				50 years

Leases (Tables)

3 Months Ended

Nov. 01, 2024

Leases

Summary of components of lease cost for operating leases


	Quarter Ended
	November 01,		October 27,
	2024		2023
Operating lease cost	$	27,664	$	27,768
Short term lease cost		520		194
Variable lease cost		961		837
Total lease cost	$	29,145	$	28,799

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


	Quarter Ended
	November 01,		October 27,
	2025		2023
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities	$	24,456	$	24,347
Noncash information:
Right-of-use assets obtained in exchange for new operating lease liabilities		1,643		3,651
Lease modifications or reassessments increasing right-of-use assets		11,957		16,917
Lease modifications removing right-of-use assets		(127)		(144)

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


	November 01, 2024		October 27, 2023
Weighted-average remaining lease term	15.54 Years		16.24 Years
Weighted-average discount rate	5.40	%	5.13	%

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


Year	Total
Remainder of 2025	$	71,809
2026		78,059
2027		70,912
2028		68,086
2029		65,894
Thereafter		739,449
Total future minimum lease payments		1,094,209
Less imputed remaining interest		(369,582)
Total present value of operating lease liabilities	$	724,627

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Nov. 01, 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

Net Income Per Share and Weighted Average Shares (Tables)

3 Months Ended

Nov. 01, 2024

Net Income Per Share and Weighted Average Shares

Schedule of computation of basic and diluted earnings per share


	Quarter Ended
	November 01,		October 27,
	2024		2023
Net income per share numerator	$	4,844	$	5,456

Net income per share denominator:
Basic weighted average shares		22,217,737		22,165,852
Add potential dilution:
Nonvested stock awards and units		172,512		97,838
Diluted weighted average shares		22,390,249		22,263,690

10.

Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
Interest Expense
Amortization of issuance costs	$ 442	$ 436
0.625% Convertible Senior Notes Due 2026
Interest Expense
Effective interest rate percentage	1.23%
Coupon interest	$ 474	474
Amortization of issuance costs	442	436
Total interest expense	$ 916	$ 910

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands

Common Stock

Additional Paid-In Capital

Retained Earnings

Total

Balances at Jul. 28, 2023

$ 221

$ 3,886

$ 479,718

$ 483,825

Balances (in shares) at Jul. 28, 2023

22,153,625

Comprehensive Income:

Net income

5,456

Total comprehensive income

5,456

Cash dividends declared

(29,150)

Share-based compensation

1,622

Issuance of share-based compensation awards, net of shares withheld for employee taxes

$ 1

(1,502)

(1,501)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

31,487

Balances at Oct. 27, 2023

$ 222

4,006

456,024

460,252

Balances (in shares) at Oct. 27, 2023

22,185,112

Balances at Aug. 02, 2024

$ 222

12,575

427,352

$ 440,149

^[1]

Balances (in shares) at Aug. 02, 2024

22,203,043

Comprehensive Income:

Net income

4,844

$ 4,844

Total comprehensive income

4,844

Cash dividends declared

(5,679)

Share-based compensation

2,625

Issuance of share-based compensation awards, net of shares withheld for employee taxes

(1,239)

Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares)

39,185

Balances at Nov. 01, 2024

$ 222

$ 13,961

$ 426,517

$ 440,700

Balances (in shares) at Nov. 01, 2024

22,242,228

[1]	This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of August 02, 2024, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended August 02, 2024.

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

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+ Details

Net Income Per Share and Weighted Average Shares - Dilutive Securities (Details)	Nov. 01, 2024 $ / shares
Convertible Senior Notes
Antidilutive securities excluded from computation of earnings per share
Conversion price (in dollars per share)	$ 158.64
Warrants
Antidilutive securities excluded from computation of earnings per share
Adjusted strike price (in dollars per share)	$ 222.10

Leases - Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability (Details) $ in Thousands	Nov. 01, 2024 USD ($)
Maturities of Undiscounted Cash Flows Reconciled to Total Lease Liability
Remainder of 2025	$ 71,809
2026	78,059
2027	70,912
2028	68,086
2029	65,894
Thereafter	739,449
Total future minimum lease payments	1,094,209
Less imputed remaining interest	(369,582)
Total present value of operating lease liabilities	$ 724,627

Segment Information (Details)	3 Months Ended
Segment Information (Details)	Nov. 01, 2024 segment
Segment Reporting
Number of product lines	2
Number of reportable operating segments	1

Segment Information

3 Months Ended

Nov. 01, 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 currently 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

3 Months Ended

Nov. 01, 2024

Net Income Per Share and Weighted Average Shares

Net Income Per Share and Weighted Average Shares

9.	Net Income Per Share and Weighted Average Shares

Basic consolidated net income per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of shares of common stock 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 shares of common stock were exercised or converted into shares of common stock and is based upon the weighted average number of shares of common stock and common equivalent shares outstanding during the reporting period. Common equivalent shares related to stock options and nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding stock options and nonvested stock awards and units issued by the Company represent the only dilutive effects on diluted consolidated net income per share. The Company’s 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 $158.64 as of November 01, 2024. Warrants were excluded from the computation of diluted earnings per share since the warrants’ strike price of $222.10 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.

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


	Quarter Ended
	November 01,		October 27,
	2024		2023
Net income per share numerator	$	4,844	$	5,456

Net income per share denominator:
Basic weighted average shares		22,217,737		22,165,852
Add potential dilution:
Nonvested stock awards and units		172,512		97,838
Diluted weighted average shares		22,390,249		22,263,690

10.

Revenue Recognition

3 Months Ended

Nov. 01, 2024

Revenue Recognition

Revenue Recognition

7.	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’s policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales tax.

Disaggregation of revenue

Total revenue was comprised of the following for the specified periods:


	Quarter Ended
	November 01,		October 27,
	2024		2023
Revenue:
Restaurant	$	683,271	$	660,793
Retail		161,818		163,046
Total revenue	$	845,089	$	823,839

Restaurant Revenue

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.

Retail Revenue

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, estimated sales returns are calculated based on return history and sales levels.

Gift Card Breakage

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 Condensed 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. For the quarter ended November 01, 2024, gift card breakage was $9,189. For the quarter ended October 27, 2023, gift card breakage was $3,170.

Deferred revenue related to the Company’s gift cards was $72,613 and $84,854, respectively, at November 01, 2024 and August 02, 2024. Revenue recognized in the Condensed Consolidated Statements of Income for the three months ended November 01, 2024 and October 27, 2023, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $14,358 and $14,847.

Loyalty Program

The Company’s customer loyalty program, Cracker Barrel Rewards, 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 November 01, 2024 and August 02, 2024, deferred revenue related to the loyalty program was $3,062 and $1,544, respectively, and is included in other current liabilities on the Condensed 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
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

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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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

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

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-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

Leases - Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
Components of Lease Cost for Operating Leases
Operating lease cost	$ 27,664	$ 27,768
Short term lease cost	520	194
Variable lease cost	961	837
Total lease cost	$ 29,145	$ 28,799

Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 01, 2024	Oct. 27, 2023
Net Income Per Share and Weighted Average Shares
Net Income (Loss)	$ 4,844	$ 5,456
Net income per share denominator:
Basic weighted average shares (in shares)	22,217,737	22,165,852
Add potential dilution:
Nonvested stock awards and units (in shares)	172,512	97,838
Diluted weighted average shares (in shares)	22,390,249	22,263,690

- Definition

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

+ References

+ Details

Revenue Recognition (Tables)

3 Months Ended

Nov. 01, 2024

Revenue Recognition

Schedule of disaggregation of revenue

Total revenue was comprised of the following for the specified periods:


	Quarter Ended
	November 01,		October 27,
	2024		2023
Revenue:
Restaurant	$	683,271	$	660,793
Retail		161,818		163,046
Total revenue	$	845,089	$	823,839

Condensed Consolidated Financial Statements

3 Months Ended

Nov. 01, 2024

Condensed Consolidated Financial Statements

Condensed Consolidated Financial Statements

1.	Condensed Consolidated Financial Statements

Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in these Notes to Condensed Consolidated Financial Statements, the “Company”) are principally engaged in the operation and development of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept in the United States.

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) without audit. In the opinion of management, all adjustments (consisting of normal and recurring items) necessary for a fair presentation of such condensed consolidated financial statements have been made. The results of operations for any interim period are not necessarily indicative of results for a full year.

These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended August 02, 2024 (the “2024 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as described in the 2024 Form 10-K. References to a year in these Notes to Condensed Consolidated Financial Statements are to the Company’s fiscal year unless otherwise noted.

Recent Accounting Pronouncements Not Yet Adopted

Segment Disclosures

Income Tax Disclosures

Disaggregation of Income Statement Expenses