CRACKER BARREL OLD COUNTRY STORE, INC 10-Q

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Cracker Barrel Old Country Store, Inc., and its subsidiaries (collectively, the “Company,” “our” or “we”) are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept. As of April 28, 2023, we operated 661 Cracker Barrel stores in 45 states and 56 Maple Street Biscuit Company (“MSBC”) locations in ten states. All dollar amounts reported or discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) are shown in thousands, except per share amounts and certain statistical information (e.g., number of stores). References to years in MD&A are to our fiscal year unless otherwise noted. MD&A provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. MD&A should be read in conjunction with the (i) condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q and (ii) audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 29, 2022 (the “2022 Form 10-K”). Except for specific historical information, many of the matters discussed in this report may express or imply projections of items such as revenues or expenditures, estimated capital expenditures, compliance with debt covenants, plans and objectives for future operations, inventory shrinkage, growth or initiatives, expected future economic performance or the expected outcome or impact of pending or threatened litigation. These and similar statements regarding events or results which we expect will or may occur in the future are forward-looking statements that, by their nature, involve risks, uncertainties and other factors which may cause our actual results and performance to differ materially from those expressed or implied by such statements. All forward-looking information is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these risks, uncertainties and other factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “should,” “projects,” “forecasts” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. We believe the assumptions underlying any forward-looking statements are reasonable; however, any of the assumptions could be inaccurate, and therefore, actual results may differ materially from those projected in or implied by the forward-looking statements. In addition to the risks of ordinary business operations, and those discussed or described in this report or in information incorporated by reference into this report, factors and risks that may result in actual results differing from this forward-looking information include, but are not limited to risks and uncertainties associated with general or regional economic weakness, business and societal conditions, and the weather impact on sales and customer travel; discretionary income or personal expenditure activity of our customers; information technology-related incidents, including data privacy and information security breaches, whether as a result of infrastructure failures, employee or vendor errors, or actions of third parties; our ability to identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our ability to sustain or the effects of plans intended to improve operational or marketing execution and performance; the COVID-19 pandemic, including the duration of the COVID-19 pandemic and its ultimate impact on our business, levels of consumer confidence in the safety of dine-in restaurants, restrictions (including occupancy restrictions) imposed by governmental authorities, disruptions to our operations as a result of the spread of COVID-19 in our workforce; uncertain performance of acquired businesses, strategic investments and other initiatives that we may pursue from time to time; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, insurance or other undeterminable areas; the effects of plans intended to promote or protect our brands and products; commodity price increases; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees; the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; workers’ compensation, group health and utility price changes; consumer behavior based on negative publicity or changes in consumer health or dietary trends or safety aspects of our food or products or those of the restaurant industry in general, including concerns about outbreaks of infectious disease as well as the possible effects of such events on the price or availability of ingredients used in our restaurants; the effects of our indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives; changes in interest rates, increases in borrowed capital or capital market conditions affecting our financing costs and ability to refinance all or portions of our indebtedness; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; our ability to retain key personnel; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; our ability to enter successfully into new geographic markets that may be less familiar to us; changes in land, building materials and construction costs; the actual results of pending, future or threatened litigation or governmental investigations and the costs and effects of negative publicity or our ability to manage the impact of social media associated with these activities; economic or psychological effects of natural disasters or other unforeseen events such as terrorist acts, social unrest or war and the military or government responses to such events; disruptions to our restaurant or retail supply chain, including as a result of COVID-19; changes in foreign exchange rates affecting our future retail inventory purchases; the impact of activist shareholders; our reliance on limited distribution facilities and certain significant vendors; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America (“GAAP”) and those factors contained in Part I, Item 1A of the 2022 Form 10-K, as well as the factors described under “Critical Accounting Estimates” on pages 25-27 of this report or, from time to time, in our filings with the Securities and Exchange Commission (“SEC”), press releases and other communications. 16 Index Readers are cautioned not to place undue reliance on forward-looking statements made in this report because the statements speak only as of the report’s date. Except as may be required by law, we have no obligation or intention to update or revise any of these forward-looking statements to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any future public disclosures that we may make on related subjects in reports that we file with or furnish to the SEC or in our other public disclosures. Overview Management believes that Cracker Barrel’s brand remains one of the strongest and most differentiated brands in the restaurant industry, and we plan to continue to leverage and build on that strength as a core competitive component of our business strategy. Our long-term strategy remains centered on driving sustainable sales growth, continued business model improvements, building profitable Cracker Barrel and MSBC stores, and driving shareholder returns. During the third quarter of 2023, we made progress in key areas of the business, including maintaining a strong value proposition, growing our off-premise business, marketing, and culinary innovation to grow the average check through introduction of add-on menu items such as sides and beverages and other menu enhancements, thoughtful expansion of MSBC, and store-level operational excellence. We believe there is significant uncertainty in macroeconomic factors that may affect our business in the remainder of 2023, including heightened economic uncertainty, weaker consumer confidence and consumer concerns regarding personal finances, but we remain focused on delivering long-term growth and returns for shareholders. Key Performance Indicators Management uses a number of key performance measures to evaluate our operational and financial performance, including the following: • Comparable store restaurant sales increase/(decrease) : To calculate comparable store restaurant sales increase/(decrease), we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store restaurant sales for the current year period from total comparable store restaurant sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store restaurant sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store restaurant sales for the historical period. • Comparable store average restaurant sales : To calculate comparable store average restaurant sales, we determine total restaurant sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks, and divide by the number of comparable stores for the applicable period. • Comparable store retail sales increase/(decrease) : To calculate comparable store retail sales increase/(decrease), we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total comparable store retail sales for the current year period from total comparable store retail sales for the applicable historical period to calculate the absolute dollar change. To calculate comparable store retail sales increase/(decrease), which we express as a percentage, we divide the absolute dollar change by the comparable store retail sales for the historical period. 17 Index • Comparable store retail average weekly sales : To calculate comparable store average retail sales, we determine total retail sales of stores open at least six full quarters before the beginning of the applicable period, measured on comparable calendar weeks, and divide by the number of comparable stores for the applicable period. • Comparable restaurant guest traffic increase/(decrease) : To calculate comparable restaurant guest traffic increase/(decrease), we determine the number of entrees sold in our dine-in and off-premise business from stores open at least six full quarters at the beginning of the applicable period, measured on comparable calendar weeks. We then subtract total entrees sold for the current year period from total entrees sold for the applicable historical period to calculate the absolute numerical change. To calculate comparable restaurant guest traffic increase/(decrease), which we express as a percentage, we divide the absolute numerical change by the total entrees sold for the historical period. • Average check increase per guest : To calculate average check per guest, we determine comparable store restaurant sales, as described above, and divide by comparable guest traffic (as described above). We then subtract average check per guest for the current year period from average check per guest for the applicable historical period to calculate the absolute dollar change. The absolute dollar change is divided by the prior year average check number to calculate average check increase per guest, which we express as a percentage. These performance indicators exclude the impact of new store openings and sales related to MSBC. We use comparable store sales metrics as indicators of sales growth to evaluate how our established stores have performed over time. We use comparable restaurant guest traffic increase/(decrease) to evaluate how established stores have performed over time, excluding growth achieved through menu price and sales mix change. Finally, we use average check per guest to identify trends in guest preferences, as well as the effectiveness of menu changes. We believe these performance indicators are useful for investors by providing a consistent comparison of sales results and trends across comparable periods within our core, established store base, unaffected by results of store openings, closings, and other transitional changes. Results of Operations The following table highlights our operating results by percentage relationships to total revenue for the quarter ended and first nine months ended April 28, 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, April 29, April 28, April 29, 2023 2022 2023 2022 Total revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold (exclusive of depreciation and rent) 31.5 31.6 33.4 31.9 Labor and other related expenses 35.8 35.9 34.7 35.1 Other store operating expenses 23.6 23.6 23.1 23.0 General and administrative expenses 5.4 5.0 5.3 5.1 Impairment and store closing costs 1.7 — 0.5 — Operating income 2.0 3.9 3.0 4.9 Interest expense, net 0.5 0.3 0.4 0.3 Income before income taxes 1.5 3.6 2.6 4.6 Provision for income taxes (income tax benefit) (0.2 ) 0.1 0.2 0.6 Net income 1.7 % 3.5 % 2.4 % 4.0 % 18 Index The following table sets forth the change in the number of Company-owned units in operation during the quarters and first nine months ended April 28, 2023 and April 29, 2022 as well as the number of Company-owned units at the end of the quarters and first nine months ended April 28, 2023 and April 29, 2022: Quarter Ended Nine Months Ended April 28, April 29, April 28, April 29, 2023 2022 2023 2022 Net change in units: Company-owned – Cracker Barrel (4 ) — (3 ) — Company-owned – MSBC — 3 5 4 Units in operation at end of the period: Company-owned – Cracker Barrel 661 664 661 664 Company-owned – MSBC 56 41 56 41 Total Company-owned units at end of the period 717 705 717 705 Franchise – MSBC — 7 — 7 MSBC previously had seven franchised units, all of which were purchased from the franchisees by the Company in the fourth quarter of 2022. Total Revenue Total revenue for the third quarter and first nine months of 2023 increased 5.4% and 6.9%, respectively, as compared to the same periods in the prior year. The following table highlights the key components of revenue for the quarter and nine months ended April 28, 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Revenue in dollars: Restaurant $ 681,315 $ 632,210 $ 2,061,551 $ 1,903,704 Retail 151,374 157,986 544,525 533,682 Total revenue $ 832,689 $ 790,196 $ 2,606,076 $ 2,437,386 Total revenue by percentage relationships: Restaurant 81.8 % 80.0 % 79.1 % 78.1 % Retail 18.2 % 20.0 % 20.9 % 21.9 % Average unit volumes (1): Restaurant $ 1,003.0 $ 933.8 $ 3,035.3 $ 2,814.6 Retail 228.0 237.8 819.5 803.1 Total revenue $ 1,231.0 $ 1,171.6 $ 3,854.8 $ 3,617.7 Comparable store sales increase (decrease) (2) : Restaurant 7.4 % 10.9 % 7.7 % 18.4 % Retail (4.6 %) 9.7 % 1.6 % 23.9 % Restaurant and retail 5.0 % 10.7 % 6.3 % 19.6 % Average check increase 10.6 % 6.2 % 9.9 % 6.7 % Comparable restaurant guest traffic increase (decrease) (2) : (3.2 %) 4.7 % (2.2 %) 11.7 % (1) Average unit volumes include sales of all stores except for MSBC. (2) Comparable store sales and traffic consist of sales of stores open at least six full quarters at the beginning of the period and are measured on comparable calendar weeks. Comparable store sales and traffic exclude MSBC. For the third quarter of 2023, our comparable store restaurant sales increased as a result of a 10.6% average check increase (including an 8.8% average menu price increase) partially offset by a 3.2% guest traffic decrease as compared to the prior year period. For the first nine months of 2023, our comparable store restaurant sales increased as a result of a 9.9% average check increase (including an 8.5% average menu price increase) partially offset by a 2.2% guest traffic decrease as compared to the prior year period. While all of our dining rooms are currently operating without COVID-19-related restrictions, it is possible that renewed outbreaks or increases in cases and/or new variants of the disease, either as part of a national trend or on a more localized basis, could result in COVID-19-related restrictions including capacity restrictions, otherwise limit our dine-in services, or negatively affect consumer demand. 19 Index Our retail sales are made substantially to our restaurant guests. For the third quarter of 2023, our comparable store retail sales decrease resulted primarily from the guest traffic decrease. For the first nine months of 2023, our comparable store retail sales increase resulted primarily from the strong performance in the apparel and accessories merchandise categories partially offset by the guest traffic decrease. Cost of Goods Sold (Exclusive of Depreciation and Rent) The following table highlights the components of cost of goods sold (exclusive of depreciation and rent) in dollar amounts and as percentages of revenues for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Cost of Goods Sold in dollars: Restaurant $ 186,157 $ 175,937 $ 588,743 $ 515,905 Retail 76,034 74,111 281,543 260,555 Total Cost of Goods Sold $ 262,191 $ 250,048 $ 870,286 $ 776,460 Cost of Goods Sold by percentage of revenue: Restaurant 27.3 % 27.8 % 28.6 % 27.1 % Retail 50.2 % 46.9 % 51.7 % 48.8 % The decrease in restaurant cost of goods sold as a percentage of restaurant revenue in the third quarter of 2023 as compared to the same period in the prior year was primarily the result of lower commodity inflation as compared to the prior year quarter. The increase in restaurant cost of goods sold as a percentage of restaurant revenue in the first nine months of 2023 as compared to the same period in the prior year was primarily the result of commodity inflation partially offset by the menu price increase referenced above. Commodity inflation was 4.3% and 11.0%, respectively, for the third quarter and the first nine months of 2023. We continue to partially offset inflationary pressures through menu price increases and operational improvements, and we presently expect the rate of commodity inflation to be flat in the fourth quarter of 2023. The increase in retail cost of goods sold as a percentage of retail revenue in the third quarter of 2023 as compared to the same period in the prior year resulted from higher inventory shrinkage and higher markdowns. Third Quarter Increase as a Percentage of Total Revenue Inventory shrinkage 1.9 % Markdowns 1.4 % The increase in retail cost of goods sold as a percentage of retail revenue in the first nine months of 2023 as compared to the same period in the prior year resulted primarily from higher markdowns, higher inventory shrinkage and the change in the provision for obsolete inventory. First Nine Months Increase as a Percentage of Total Revenue Markdowns 2.1 % Inventory shrinkage 0.5 % Provision for obsolete inventory 0.2 % 20 Index Labor and Related Expenses Labor and related expenses include all direct and indirect labor and related costs incurred in store operations. The following table highlights labor and related expenses as a percentage of total revenue for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Labor and related expenses 35.8 % 35.9 % 34.7 % 35.1 % This percentage change for the third quarter of 2023 as compared to the same period in the prior year resulted from the following: Third Quarter (Decrease) Increase as a Percentage of Total Revenue Store management compensation (0.3 %) Employee health care expense (0.2 %) Store hourly labor 0.3 % Workers’ compensation expense 0.1 % This percentage change for the first nine months of 2023 as compared to the same period in the prior year resulted from the following: First Nine Months (Decrease) Increase as a Percentage of Total Revenue Employee health care expense (0.3 %) Store management compensation (0.2 %) Store hourly labor 0.1 % The decreases in employee health care expenses as a percentage of total revenue for the third quarter and first nine months of 2023 as compared to the same periods in the prior year resulted primarily from lower enrollment. The decrease in store management compensation as a percentage of total revenue for the third quarter of 2023 as compared to the same period in the prior year was primarily driven by lower store bonus expense, lower manager staffing levels and the increase in total revenue in the third quarter of 2023 partially offset by wage inflation. Lower store bonus expense resulted from lower performance against financial objectives for certain components of the store-level incentive plan in the third quarter of 2023 as compared to the same period in the prior year. The decrease in store management compensation as a percentage of total revenue for the first nine months of 2023 as compared to the same period in the prior year was primarily driven by the increase in total revenue in 2023 and lower staffing levels partially offset by wage inflation. The increases in store hourly labor expense as a percentage of total revenue for the third quarter and first nine months of 2023 as compared to the same periods in the prior year resulted primarily from wage inflation exceeding menu price increases. In addition to menu price increases, we continue to partially offset inflationary pressures through labor productivity initiatives, and we presently expect the rate of wage inflation to be approximately 5.0% in the fourth quarter of 2023. The increase in workers’ compensation expense as a percentage of total revenue for the third quarter of 2023 as compared to the same period in the prior year resulted primarily from an increase in the number of claims, as the workforce is returning to pre-COVID levels. Other Store Operating Expenses Other store operating expenses include all store-level operating costs, the major components of which are occupancy costs, operating supplies, advertising, third-party delivery fees, credit and gift card fees, real and personal property taxes and general insurance. Occupancy costs include maintenance, utilities, depreciation and rent. 21 Index The following table highlights other store operating expenses as a percentage of total revenue for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Other store operating expenses 23.6 % 23.6 % 23.1 % 23.0 % Other store operating expenses as a percentage of total revenue for the third quarter of 2023 remained flat to the same period in the prior year as a result of the following offsetting percentage changes: Third Quarter Increase (Decrease) as a Percentage of Total Revenue Advertising expense 0.3 % Store occupancy costs (0.2 %) Supplies expense (0.1 %) The increase in advertising expense as a percentage of total revenue for the third quarter of 2023 as compared to the same period in the prior year resulted primarily from higher media spending. The decrease in store occupancy costs as a percentage of total revenue for the third quarter of 2023 as compared to the same period in the prior year was primarily drive by the increase in total revenue in the third quarter of 2023 as compared to the same period in the prior year partially offset by higher maintenance expense. Higher maintenance expense resulted primarily from inflationary pressures and higher expenditures for repair costs due to limited availability of replacement equipment. The decrease in supplies expense as a percentage of total revenue for the third quarter of 2023 as compared to the same period in the prior year was primarily driven by the increase in total revenue in the third quarter of 2023. The increase in other store operating expenses as a percentage of total revenue for the first nine months of 2023 as compared to the same period in the prior year resulted primarily from higher general insurance expense due to the increasing cost of claims. General and Administrative Expenses The following table highlights general and administrative expenses as a percentage of total revenue for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 General and administrative expenses 5.4 % 5.0 % 5.3 % 5.1 % The increase in general administrative expenses as a percentage of total revenue in the third quarter of 2023 as compared to the same period in the prior year resulted primarily from the higher corporate-level incentive compensation resulting from better performance against financial objectives as compared to the same period in the prior year. The increase in general and administrative expenses as a percentage of total revenue in the first nine months of 2023 as compared to the same period in the prior year resulted primarily from proxy contest and settlement expenses in connection with the Company’s calendar year 2022 annual shareholders meeting held on November 17, 2022. 22 Index Impairment and Store Closing Costs During the third quarter of 2023, we recorded impairment charges of $11,692 due to the deterioration in operating performance of six Cracker Barrel locations. Additionally, during the third quarter of 2023, we incurred costs of $2,198 in connection with the closure of four Cracker Barrel and three MSBC locations because of poor operating performance. Impairment and store closing costs consisted of the following at: 2023 Impairment $ 11,692 Store closing costs 2,198 Total $ 13,890 Interest Expense The following table highlights interest expense, net in dollars for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Interest expense, net $ 4,536 $ 2,171 $ 12,476 $ 7,000 The increase in interest expense for the third quarter and first nine months of 2023 as compared to the same periods in the prior year resulted primarily from higher debt levels under our revolving credit facility and higher average weighted interest rates. Provision for Income Taxes (Income Tax Benefit) The following table highlights the provision for income taxes as a percentage of income before income taxes (“effective tax rate”) for the third quarter and first nine months of 2023 as compared to the same periods in the prior year: Quarter Ended Nine Months Ended April 28, 2023 April 29, 2022 April 28, 2023 April 29, 2022 Effective tax rate (14.0 %) 2.7 % 7.9 % 12.8 % The decreases in the effective tax rate in the third quarter and the first nine months of 2023 as compared to the same periods in the prior year are primarily due to the disproportionate impact of increased tax credits resulting from lower earnings in the current year periods. We presently expect our effective tax rate for 2023 to be approximately 6%. Liquidity and Capital Resources Our primary sources of liquidity are cash generated from our operations and our borrowing capacity under our 2022 Revolving Credit Facility. Our internally generated cash, along with cash on hand at July 29, 2022 and borrowings under our revolving credit facility, were sufficient to finance all of our growth, dividend payments, share repurchases, working capital needs, interest payments under our revolving credit facility and other cash payment obligations in the first nine months of 2023. We believe that cash on hand at April 28, 2023, along with cash expected to be generated from our operating activities and the borrowing capacity under our revolving credit facility, will be sufficient to finance our continuing operations, our continuing expansion plans, share repurchases and working capital needs over the next twelve months. We believe that cash expected to be generated from our operating activities and the borrowing capacity under our revolving credit facility will be sufficient to finance our continuing operations, dividend payments, capital expenditures, interest expense on long-term debt obligations, operating lease obligations, continuing expansion plans, share repurchases and working capital needs beyond the next twelve months. Our ability to draw on our revolving credit facility is subject to the satisfaction of provisions of the credit facility, as amended, and we believe we will be able to refinance our revolving credit facility and other debt instruments prior to their maturity. 23 Index Cash Generated From Operations Our operating activities provided net cash of $151,236 for the first nine months of 2023, representing an increase from the $106,356 net cash provided during the first nine months of 2022. This increase resulted primarily from the change in retail inventory partially offset by the timing of payments for accounts payable and certain taxes. Borrowing Capacity, Debt Covenants and Notes On June 17, 2022, we entered into a five-year $700,000 revolving credit facility (the “2022 Revolving Credit Facility”) with substantially the same terms and financial covenants as our previous amended $800,000 revolving credit facility. The 2022 Revolving Credit Facility also contains an option for the Company to increase the revolving credit facility by $200,000. At April 28, 2023, we had $150,000 of outstanding borrowings under the 2022 Revolving Credit Facility and $31,896 of standby letters of credit related to securing reserved claims under our workers’ compensation insurance and our July 29, 2020 and August 4, 2020 sale and leaseback transactions, which reduce our borrowing availability under the 2022 Revolving Credit Facility. At April 28, 2023, we had $518,104 in borrowing availability under our 2022 Revolving Credit Facility. During the first nine months of 2023, we borrowed $120,000 and repaid $100,000 under the 2022 Revolving Credit Facility. See Note 4 to our Condensed Consolidated Financial Statements for further information on our long-term debt. Our 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. We were in compliance with the 2022 Revolving Credit Facility’s financial covenants at April 28, 2023, and we expect to be in compliance with the 2022 Revolving Credit Facility’s financial covenants for the remaining term of the facility. On June 18, 2021, the Company entered into an issuance and sale of $300,000 aggregate principal amount of 0.625% Convertible Senior Notes due 2026. The Notes are senior, unsecured obligations of the Company and bear cash interest at a rate of 0.625% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, which initiated on December 15, 2021. The Notes mature on June 15, 2026, unless earlier converted, repurchased or redeemed. Capital Expenditures and Proceeds from Sale of Property and Equipment Capital expenditures (purchase of property and equipment) net of proceeds from insurance recoveries were $86,898 for the first nine months of 2023 as compared to $58,807 for the same period in the prior year. Our capital expenditures consisted primarily of capital investments for existing stores, new store locations and capital expenditures for strategic initiatives. The increase in capital expenditures in the first nine months of 2023 from the first nine months of 2022 resulted primarily from increased capital expenditures for existing stores. We estimate that our capital expenditures during the fourth quarter 2023 will be approximately $30,000 to $35,000. This estimate includes the acquisition of sites and construction costs of new Cracker Barrel and MSBC locations that we expect to open during 2023, as well as for acquisition and construction costs for new Cracker Barrel and MSBC locations that we plan to open in 2024. We intend to fund our capital expenditures with cash generated by operations and borrowings under our 2022 Revolving Credit Facility, as necessary. Dividends, Share Repurchases and Share-Based Compensation Awards Our 2022 Revolving Credit Facility imposes restrictions on the amount of dividends we are permitted to pay and the amount of shares we are permitted to repurchase. Under the 2022 Revolving Credit Facility, provided there is no default existing and the total of our availability under the 2022 Revolving Credit Facility plus our cash and cash equivalents on hand is at least $100,000 (the “Cash Availability”), we may declare and pay cash dividends on shares of our common stock and repurchase shares of our common stock (1) in an unlimited amount if at the time the dividend or the repurchase is made our 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 our 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, we may declare and pay cash dividends on shares of our 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. 24 Index During the first nine months of 2023, we paid a regular dividend of $3.90 per share and declared a dividend of $1.30 per share that was subsequently paid on May 9, 2023, to shareholders of record on April 14, 2023. In addition, in the fourth quarter of 2023, our Board of Directors approved a regular dividend payable on August 8, 2023 to shareholders of record on July 21, 2023 of $1.30 per share. In the fourth quarter of 2022, we were authorized by our 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. During the first nine months of 2023, we repurchased 171,792 shares of our common stock in the open market at an aggregate cost of $17,449 pursuant to this authorization. During the first nine months of 2023, we issued 42,781 shares of our 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 use of cash of $2,400. Working Capital In the restaurant industry, virtually all sales are either for third-party credit or debit card or cash. Restaurant inventories purchased through our principal food distributor are on terms of net zero days, while restaurant inventories purchased locally are generally financed from normal trade credit. Because of our retail gift shops, which have a lower product turnover than the restaurant business, we carry larger inventories than many other companies in the restaurant industry. Retail inventories purchased domestically are generally financed from normal trade credit, while imported retail inventories are generally purchased through wire transfers. These various trade terms are aided by the rapid turnover of the restaurant inventory. Employees generally are paid on weekly or semi-monthly schedules in arrears for hours worked except for bonuses that are paid either quarterly or annually in arrears. Many other operating expenses have normal trade terms and certain expenses, such as certain taxes and some benefits, are deferred for longer periods of time. We had negative working capital of $176,191 at April 28, 2023 versus negative working capital of $185,048 at July 29, 2022. The change in working capital from July 29, 2022 to April 28, 2023 primarily resulted from the timing of payments for accounts payable and certain taxes partially offset by the decrease in retail inventory levels and the decrease in cash. The decrease in cash primarily reflected dividend payments and spending for capital expenditures partially offset by cash generated from operations. Off-Balance Sheet Arrangements We have no material off-balance sheet arrangements. Material Commitments There have been no material changes in our material commitments other than in the ordinary course of business since the end of 2022. Refer to the sub-section entitled “Material Commitments” under the section entitled “Liquidity and Capital Resources” presented in the MD&A of our 2022 Form 10-K for additional information regarding our material commitments. Critical Accounting Estimates We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates and judgments on historical experience, current trends, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. However, because future events and their effects cannot be determined with certainty, actual results could differ from those assumptions and estimates, and such differences could be material. 25 Index Our significant accounting policies are discussed in Note 2 to the Consolidated Financial Statements contained in the 2022 Form 10-K. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Critical accounting estimates are those that: • management believes are most important to the accurate portrayal of both our financial condition and operating results, and • require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We consider the following accounting estimates to be most critical in understanding the judgments that are involved in preparing our Consolidated Financial Statements: • Impairment of Long-Lived Assets • Insurance Reserves • Retail Inventory Valuation • Lease Accounting Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors. Impairment of Long-Lived Assets We assess 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 amount 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. Judgments and estimates that we make related to the expected useful lives of long-lived assets and future cash flows are affected by factors such as changes in economic conditions and changes in operating performance. The accuracy of such provisions can vary materially from original estimates and management regularly monitors the adequacy of the provisions until final disposition occurs. We have not made any material changes in our methodology for assessing impairments during the first nine months of 2023, and we do not believe that there is a reasonable likelihood that there will be a material change in the estimates or assumptions used by us in the future to assess impairment of long-lived assets. However, if actual results are not consistent with our estimates and assumptions used in estimating future cash flows and fair values of long-lived assets, we may be exposed to losses that could be material. During the third quarter of 2023, we recorded impairment charges of $11,692 due to the deterioration in operating performance of six Cracker Barrel locations. Insurance Reserves We self-insure a significant portion of our expected workers’ compensation and general liability insurance programs. We purchase insurance for individual workers’ compensation claims that exceed $250, $750 or $1,000 depending on the state in which the claim originated. We purchase insurance for individual general liability claims that exceed $500. We record a reserve for workers’ compensation and general liability for all unresolved claims and for an estimate of incurred but not reported (“IBNR”) claims. These reserves and estimates of IBNR claims are based upon a full scope actuarial study which is performed annually at the end of our first quarter and is adjusted by the actuarially determined losses and actual claims payments for the fourth quarter. Additionally, we perform limited scope actuarial studies on a quarterly basis to verify and/or modify our 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, we record the losses in the lower half of that range and discount them to present value using a risk-free interest rate based on projected timing of payments. We also monitor 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 our reserves. 26 Index Our group health plans combine the use of self-insured and fully-insured programs. Benefits for any individual (employee or dependents) in the self-insured group health program are limited. We record a liability for the self-insured portion of our group health program for all unpaid claims based upon a loss development analysis derived from actual group health claims payment experience. Additionally, we record a liability for unpaid prescription drug claims based on historical experience. Our accounting policies regarding insurance reserves include certain actuarial assumptions and management judgments regarding economic conditions, the frequency and severity of claims and claim development history and settlement practices. We have not made any material changes in the methodology used to establish our insurance reserves during the first nine months of 2023 and do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to calculate the insurance reserves. However, changes in these actuarial assumptions, management judgments or claims experience in the future may produce materially different amounts of expense that would be reported under these insurance programs. Retail Inventory Valuation Cost of goods sold includes the cost of retail merchandise sold at our stores utilizing the retail inventory method (“RIM”). Under RIM, the valuation of our retail inventories is determined by applying a cost-to-retail ratio to the retail value of our inventories. Inherent in the RIM calculation are certain inputs, including initial markons, markups, markdowns and shrinkage, which may significantly impact the gross margin calculation as well as the ending inventory valuation. Inventory valuation provisions are included for retail inventory obsolescence and retail inventory shrinkage. Retail inventory is reviewed on a quarterly basis for obsolescence and adjusted as appropriate based on assumptions made by management and judgment regarding inventory aging and future promotional activities. Retail inventory also includes an estimate of shrinkage that 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. We have not made any material changes in the methodologies, estimates or assumptions related to our merchandise inventories during the first nine months of 2023 and do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions in the future. However, actual obsolescence or shrinkage recorded may produce materially different amounts than we have estimated. Lease Accounting We have ground leases for our leased stores and office space leases that are recorded as operating leases under various non-cancellable operating leases. Additionally, we lease our retail distribution center, advertising billboards, vehicle fleets, and certain equipment under various non-cancellable operating lea ses. We evaluate our leases at contract inception to determine whether we have the right to control use of the identified asset for a period of time in exchange for consideration. If we determine that we have 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, we recognize a right-of-use asset and lease liability. Also, at contract inception, we evaluate our leases to estimate their expected term which includes renewal options that we are reasonably assured that we will exercise, and the classification of the lease as either an operating lease or a finance lease. Additionally, as our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the time of commencement or modification date in determining the present value of lease payments. Assumptions used in determining our incremental borrowing rate include our implied credit rating and an estimate of secured borrowing rates based on comparable market data. We assess the impairment of the right-of-use asset whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Changes in these assumptions and management judgments may produce materially different amounts in the recognition of the right-of-use assets and lease liabilities. Additionally, any loss resulting from an impairment of the right-of-use assets is recognized by a charge to income, which could be material. 27 Index