What changed in this filing

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Item 1. Financial Statements

2024-05-30 compared with 2024-02-27 · 243 added, 103 removed, 352 unchanged (50% of the section changed)

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Accounts receivable

Income taxes receivable

Prepaid expenses and other current assets

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Accounts payable

Taxes withheld and accrued

Other current liabilities

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shares of $ 0.01 par value authorized;

22,201,086 shares issued and outstanding at January 26, 2024 , and 22,153,625 shares issued and outstanding at July 28, 2023

22,202,296 shares issued and outstanding at April 26, 2024 , and 22,153,625 shares issued and outstanding at July 28, 2023

Additional paid-in capital

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CONDENSED CONSOLIDATED

STATEMENTS OF INCOME

STATEMENTS OF INCOME (LOSS)

(In thousands, except share data)

Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

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General and administrative expenses

Operating income

Impairment and store closing costs

Goodwill impairment

Operating income (loss)

Interest expense, net

Income before income taxes

Income (loss) before income taxes

Provision for income taxes (income tax benefit)

Net income per share:

Net income (loss)

Net income (loss) per share:

Weighted average shares:

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’

(Unaudited and in thousands, except share data)

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Balances at January 26, 2024

Comprehensive Loss:

Total comprehensive loss

Cash dividends declared - $ 1.30

Share-based compensation

Issuance of share-based compensation awards

Balances at April 26 ,

Shareholders’

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Balances at January 27, 2023

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 1.30

Share-based compensation

Issuance of share-based compensation awards

Balances at April 28 ,

See Notes to unaudited Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF

Six Months Ended

Nine Months Ended

Cash flows from operating activities:

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Loss on disposition of property and equipment

Goodwill impairment

Share-based compensation

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Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

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CRACKER BARREL OLD COUNTRY STORE, INC.

NOTES TO CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except percentages, share and per share data)

Condensed Consolidated Financial Statements

Cracker Barrel Old Country Store, Inc., and its affiliates (collectively, in these Notes to

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.

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Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at January 26, 2024 were as follows:

The Company’s assets measured at fair value on a recurring basis at April 26, 2024 were as follows:

Cash equivalents*

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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.

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 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.

did no t have any liabilities measured at fair value on a recurring basis at January 26, 2024 and July 28, 2023.

The Company did

no t have any liabilities measured at fair value on a recurring basis at April 26, 2024 and July 28, 2023.

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 January 26, 2024 and July 28, 2023, respectively.

Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at April 26, 2024 and July 28, 2023, 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

The estimated fair value of the Notes was $ 259,704 and $ 259,311 as of January 26, 2024 and July 28, 2023 , respectively.

The estimated fair value of the Notes was $ 263,670 and $ 259,311 as of April 26, 2024 and July 28, 2023 , respectively.

Assets Measured at Fair Value on a Nonrecurring Basis

During the third quarter of 2024, six Cracker Barrel and thirteen Maple Street Biscuit Company (“MSBC”)

locations were determined to be impaired because of declining operational 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

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 an impairment charge of $ 17,448 , which is included in the

impairment and store closing costs line on the Condensed Consolidated Statement of Income (Loss).

In the third quarter of 2024, the Company tested MSBC’s goodwill of $ 4,690 for possible impairment.

In the quantitative impairment test, the Company used the discounted cash flow method to estimate fair value;

significant inputs for this method include

projected cash flows, growth rate and discount rate.

The Company concluded that the goodwill was impaired based on changes in the macroeconomic environment, including interest rate and inflationary pressures, and declining financial trends, which

resulted in a calculated fair value lower than the goodwill ’ s carrying value.

As a result, the Company recorded an impairment of the entire goodwill amount

of $ 4,690 in the third quarter of 2024;

this amount is recorded in the goodwill impairment line on the Condensed Consolidated Statement

of Income (Loss).

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

January 26, 2024

April 26, 2024

July 28, 2023

On June 17, 2022, the Company entered into a five-year $ 700,000 revolving credit facility (the “2022 Revolving Credit

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 $ 156,500 and $ 120,000 on January 26, 2024 and July 28, 2023, respectively.

As of January 26, 2024, the Company had $ 32,466 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 January 26, 2024, the Company had $ 511,034 in borrowing availability under the 2022 Revolving Credit Facility.

On June 17, 2022, the Company entered into a five-year $ 700,000 revolving credit facility (the “2022 Revolving Credit Facility”).

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 $ 176,000 and $ 120,000 on April 26, 2024 and July 28, 2023, respectively.

As of April 26, 2024, the Company had $ 32,466 of standby letters of credit, which reduce the Company’s borrowing availability under the 2022 Revolving Credit Facility (see Note 11 for more information on the Company’s standby letters of credit).

April 26, 2024, the Company had $ 491,534 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

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consolidated total leverage ratio.

At January 26, 2024, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.96 %.

At April 26, 2024, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.93 %.

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 January 26, 2024, the Company was in compliance with all financial covenants under the 2022 Revolving Credit Facility.

At April 26, 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

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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 .

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”).

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.

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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

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

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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.

January 26, 2024, the conversion rate, as adjusted, was 6.1071 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.

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 April 26, 2024, the conversion rate, as adjusted, was 6.2363 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 $ 291,125 , after deducting the initial purchasers’ discounts and commissions and the Company’s offering fees and expenses.

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

January 26, 2024

April 26, 2024

July 28, 2023

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Quarter Ended

Six Months Ended

Nine Months Ended

Coupon interest

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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 six months of 2024 or during 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 January 26, 2024, the Company could not be required to settle the Notes and,

therefore, the Notes are classified as long-term debt.

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 nine months of 2024 or during 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 April 26, 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

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The strike price was initially $ 263.39 per share and is subject to certain adjustments under the terms of the Warrant Transactions.

As of January 26, 2024, the strike price, as

adjusted, of the Warrant Transactions was $ 229.24 per share as a result of dividends declared since the Notes were issued.

As of April 26, 2024, the strike price, as adjusted,

of the Warrant Transactions was $ 224.49 per share as a result of dividends declared since the Notes were issued.

The portion of the net proceeds to the Company from the offering of the Notes that was used to pay the premium on the

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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.

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.

Company’s operations are located within the United States.

Revenue Recognition

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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

The Company’s policy is to present sales in the Condensed Consolidated Statements of Income (Loss) on a net presentation basis after

deducting sales tax.

Disaggregation of revenue

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Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

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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.

Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Condensed Consolidated Statements of Income (Loss)

over the expected redemption period.

card balance to the relevant jurisdiction.

The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns.

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breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption.

For the quarter and six months ended January 26, 2024, gift card breakage was $ 5,436 and $ 8,606 , respectively.

For the quarter and six months ended January 27,

For the quarter and nine months ended April 26, 2024, gift card breakage was $ 292 and $ 8,898 , respectively.

For the quarter and nine months ended April 28,

2023, gift card breakage was $ 1,595 and $ 5,083 ,

respectively.

Deferred revenue related to the Company’s gift cards was $ 105,755 and $ 88,566 , respectively, at January 26, 2024 and July 28,

Revenue recognized in the Condensed Consolidated Statements of Income for the six months ended January 26, 2024 and January 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 $ 24,945 and $ 27,507 .

Deferred revenue related to the Company’s gift cards was $ 90,536 and $ 88,566 , respectively, at April 26, 2024 and July 28,

Revenue recognized in the Condensed Consolidated Statements of Income (Loss) for the nine months ended April 26, 2024 and April 28, 2023, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 31,731 and $ 34,689 .

Loyalty Program

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Revenue is recognized for these performance obligations upon redemption of pegs or rewards earned by the

As of January 26, 2024, deferred revenue related to the loyalty program was $ 731 and is included in other current liabilities

As of April 26, 2024, deferred revenue related to the loyalty program was $ 733 and is included in other current liabilities

on the Condensed Consolidated Balance Sheet.

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The Company’s leases all have varying terms and expire at various dates through 2058.

Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years

Restaurant real estate leases typically have base terms of ten years with four to five optional renewal periods of five years

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.

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The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has entered into agreements for real estate leases 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 2024, 2025 and 2026 with undiscounted future payments of $ 5,988 , $ 11,163 and $ 8,887 , respectively.

The Company has entered into two

Cracker Barrel and four MSBC agreements for real estate leases 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 $ 12,333 and

$ 10,210 , respectively.

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

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Quarter Ended

Six Months Ended

Nine Months Ended

Operating lease cost

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Quarter Ended

Six Months Ended

Nine Months Ended

Operating cash flow information:

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Right-of-use assets obtained in exchange for new operating lease liabilities

Lease modifications or reassessments increasing right-of-use assets

Lease modifications or reassessments increasing (decreasing) right-of-use assets

Lease modifications removing right-of-use assets

asset impairment*

Included in the Impairment line on the Condensed Consolidated

Statement of Cash Flows.

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

January 26 , 2024

January 27 , 2023

April 26 , 2024

April 28 , 2023

Weighted-average remaining lease term

Weighted-average discount rate

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of January 26, 2024:

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of April 26, 2024:

Remainder of 2024

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In 2009, the Company completed sale-leaseback transactions involving 15 of its owned Cracker Barrel stores and its retail distribution center.

Under the transactions, the land, buildings and improvements at the locations were sold and leased back for terms of 20 and 15 years, respectively.

was not included.

Under the transactions, the land, buildings and improvements at the Cracker Barrel stores and the retail distribution center were sold and

leased back for terms of 20 and 15

years, respectively.

Equipment was not included.

The leases include specified renewal options for up to 20 additional years.

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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

Net Income Per Share and Weighted Average Shares

B asic 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.

Shareholder Rights Plan

On February 22, 2024, the Board of Directors unanimously determined to extend the Company’s shareholder rights plan for a further three-year term, subject to the approval of the Company’s shareholders at the Company’s upcoming 2024 annual meeting.

In connection with this determination, the Board of Directors

declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $ 0.01 per share and adopted a shareholder rights plan, as set forth in the Rights Agreement dated as of February 27, 2024 (the “Rights Agreement”), by and between the Company and Equiniti Trust Company, LLC, as rights agent.

The dividend was payable on March 8, 2024 to the Company’s shareholders of record as of the close of business on March 8, 2024 .

The Rights Agreement replaced the Company’s Rights Agreement, dated as of April 9, 2021 (the “2021 Rights Agreement”), and became effective 5:00 p.m., New York City

time, on February 27, 2024 (the “Effective Time”).

To facilitate the entry into the Rights Agreement, the Board of Directors also approved an Amendment and Termination to the 2021 Rights Agreement, which accelerated the expiration date of

the 2021 Rights Agreement from the close of business on April 9, 2024 to immediately prior to the Effective Time, at which time

the 2021 Rights Agreement expired and became of no further force or effect.

Other than extending the term, the Rights Agreement makes no changes to the material terms and conditions of the 2021 Rights Agreement.

The Rights initially trade with, and are inseparable from, the Company’s common stock.

The Rights are evidenced only by certificates or book entries

that represent shares of common stock.

New Rights will accompany any new shares of common stock the Company issues after March 8, 2024 until the Distribution Date (as defined below).

Exercise Price

Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock (“Preferred Share”) for $ 600.00 (the “Exercise Price”) once the Rights become exercisable.

This portion of a Preferred Share will give the shareholder approximately the same dividend and liquidation rights as would

one share of common stock.

Prior to exercise, the Right does not give its holder any dividend, voting or liquidation rights.

Exercisability

The Rights will not be exercisable until ten days

after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 20 % or more

of the Company’s outstanding common stock.

Certain synthetic interests in securities created by derivative positions – whether or not such interests are considered to be ownership of the

underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) – are treated as beneficial ownership of the number of shares of the Company’s common stock equivalent

to the economic exposure created by the derivative.

The date when the Rights become exercisable is the “Distribution Date.” Until the Distribution Date , the common stock certificates will also evidence the Rights, and any

transfer of shares of common stock will constitute a transfer of Rights.

After the Distribution Date, the Rights will separate from the common stock and will be evidenced by book-entry credits or by Rights certificates that the Company will mail

to all eligible holders of common stock.

Any Rights held by an Acquiring Person will be void and may not be exercised.

At April 26, 2024, none of the

Rights were exercisable.

Consequences of a Person or Group Becoming an Acquiring Person

If a person or group becomes an Acquiring Person, all holders of Rights except the

Acquiring Person may, for $ 600.00 , purchase shares of the Company’s common stock with a market value of $ 1,200.00 , based on the market price of the common stock prior to such acquisition.

If the Company is later acquired in a merger or similar transaction after the

Distribution Date, all holders of Rights except the Acquiring Person may, for $ 600.00 , purchase shares of the acquiring corporation

with a market value of $ 1,200.00 , based on the market price of the acquiring corporation’s stock prior to such transaction.

Notional Shares .

Shares held by affiliates and associates of an Acquiring Person, and

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

Preferred Share Provisions

Each one one-hundredth of a

Preferred Share, if issued:

will not be redeemable;

will entitle holders to quarterly dividend payments of $ 0.01 per share,

or an amount equal to the dividend paid on one share of common stock, whichever is greater;

will entitle holders upon liquidation either to receive $ 1.00 per share

or an amount equal to the payment made on one share of common stock, whichever is greater;

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

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

one share of common stock.

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

The Board of Directors may redeem the Rights for $ 0.01

per Right at any time before any person or group becomes an Acquiring Person.

If the Board of Directors redeems any Rights, it must redeem all of the Rights.

Once the Rights are redeemed, the only right of the holders of Rights will be to receive

the redemption price of $ 0.01 per Right.

The redemption price will be adjusted if the Company has a stock split or stock dividends of

its common stock.

Qualifying Offer Provision

The Rights would also not interfere with any all-cash, fully financed tender offer, exchange offer of common stock of the offeror meeting certain

terms and conditions further described below, or a combination thereof, in each case for all shares of common stock that remain open for a minimum of 60

business days and subject to a minimum condition of a majority of the outstanding shares and provide for a 20 -business day “subsequent

offering period” after consummation (such offers are referred to as “qualifying offers”).

If an offer includes shares of common stock of the offeror, the Rights would not interfere with such offer if such consideration consists solely of

freely-tradeable common stock of a publicly-owned United States corporation;

such common stock is listed or admitted to trading on the New York Stock Exchange, Nasdaq Global Select Market or Nasdaq Global Market;

the offeror has already received

stockholder approval to issue such common stock prior to the commencement of such offer or no such approval is or will be required;

the offeror has no other class of voting stock outstanding;

no person (including such person’s affiliated and

associated persons) beneficially owns twenty percent ( 20 %) or more of the shares of common stock of the offeror then outstanding at the

time of commencement of the offer or at any time during the term of the offer;

and the offeror meets the registrant eligibility requirements for use of a registration statement on Form S-3 for registering securities under the Securities Act of 1933,

as amended, including the filing of all reports required to be filed pursuant to the Exchange Act in a timely manner during the twelve (12) calendar months prior to the date of commencement, and throughout the term, of such offer.

In the event the

Company receives a qualifying offer and the Board of Directors has not redeemed the Rights prior to the consummation of such offer, the consummation of the qualifying offer will not cause the offeror or its affiliates to become an Acquiring Person,

and the Rights will immediately expire upon consummation of the qualifying offer.

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

Anti-Dilution Provisions

The Board of Directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding

Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock.

No adjustments to the Exercise Price of less than 1 % will be made.

The terms of the Rights Agreement may be amended by the Board of Directors without the consent of the holders of the Rights.

After a person or

group becomes an Acquiring Person, the Board of Directors may not amend the agreement in a way that adversely affects holders of the Rights.

If the Rights Agreement is approved by the shareholders at the 2024 annual

meeting, the Rights will expire on February 27, 2027 .

If shareholders do not approve the Rights Agreement, it will expire immediately

following certification of the vote at the 2024 annual meeting.

Net Income (Loss) Per Share and Weighted Average Shares

B asic consolidated net income (loss) per share is computed by dividing consolidated net

income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period.

Diluted consolidated net income (loss) 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 nonvested stock awards and units issued by the Company are calculated using the treasury stock method.

The outstanding nonvested stock awards and units issued by the Company represent the only dilutive effects on

diluted consolidated net income per shar e.

The outstanding nonvested stock awards and units issued by the Company represent the

only dilutive effects on diluted consolidated net income (loss) per shar e.

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 $ 163.74 as of January 26, 2024.

Warrants were excluded from the computation of

diluted earnings per share since the warrants’ strike price of $ 229.24 was greater than the average market price of the Company’s common

stock during the period.

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 $ 160.35 as of April 26, 2024.

Warrants were excluded from

the computation of diluted earnings per share since the warrants’ strike price of $ 229.24 was greater than the average market price of

the Company’s common stock during the period.

See Note 4 for additional information regarding the Company’s convertible senior notes.

1 unchanged sentence

Quarter Ended

Six Months Ended

Net income per share numerator

Net income per share denominator:

Weighted average shares

Nine Months Ended

Net income (loss) per share numerator

Net income (loss) per share denominator:

Basic weighted average shares

Add potential dilution:

5 unchanged sentences

Related to its insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers.

As of January 26, 2024 , the Company had

$ 32,466 of standby letters of credit related to securing reserved claims under workers’ compensation insurance and certain sale and

leaseback transactions.

As of April 26, 2024 , the Company had $ 32,466 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.

See Note 4 for additional information regarding the Company’s 2022 Revolving Credit

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 January 26, 2024 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements