What changed in this filing

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Item 1. Financial Statements

2024-12-04 compared with 2024-05-30 · 154 added, 400 removed, 195 unchanged (74% of the section changed)

1 unchanged sentence

CRACKER BARREL OLD COUNTRY STORE, INC.

BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

2 unchanged sentences

Accounts receivable

Income taxes receivable

Prepaid expenses and other current assets

8 unchanged sentences

Accounts payable

Accrued employee compensation

Other current liabilities

5 unchanged sentences

Shareholders’ Equity:

Preferred stock – 100,000,000

shares of $ 0.01 par value authorized;

Preferred stock – 100,000,000 shares of $ 0.01 par value authorized;

300,000 shares designated as Series A Junior Participating Preferred Stock;

Common stock – 400,000,000

shares of $ 0.01 par value authorized;

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

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

Additional paid-in capital

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See Notes to unaudited Condensed Consolidated Financial Statements.

* This Condensed Consolidated Balance Sheet has been derived from the audited Consolidated Balance Sheet as of July 28,

2023, as filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the fiscal year ended July 28, 2023.

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.

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED

STATEMENTS OF INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share data)

Quarter Ended

Nine Months Ended

Total revenue

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Impairment and store closing costs

Goodwill impairment

Operating income (loss)

Operating income

Interest expense, net

Income (loss) before income taxes

Income before income taxes

Provision for income taxes (income tax benefit)

Net income (loss)

Net income (loss) per share:

Net income per share:

Weighted average shares:

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

SHAREHOLDERS’

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited and in thousands, except share data)

Shareholders’

Balances at July 28, 2023

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 1.30

Share-based compensation

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

Balances at October 27, 2023

Balances at August 02, 2024

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 1.30

Cash dividends declared - $ 0.25 per share

Share-based compensation

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

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 ,

Balances at November 01, 2024

Shareholders’

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Total comprehensive income

Cash dividends declared - $ 1.30

Cash dividends declared - $ 1.30 per share

Share-based compensation

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

Purchases and retirement of common stock

Balances at October 27, 2023

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 1.30

Share-based compensation

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

Purchases and retirement of common stock

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.

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF

Nine Months Ended

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash flows from operating activities:

3 unchanged sentences

Loss on disposition of property and equipment

Goodwill impairment

Share-based compensation

4 unchanged sentences

Accounts payable

Taxes withheld and accrued

Other current liabilities

Long-term operating lease liabilities

Other long-term assets and liabilities

Net cash provided by operating activities

Net cash used in operating activities

Cash flows from investing activities:

7 unchanged sentences

Taxes withheld from issuance of share-based compensation awards

Purchases and retirement of common stock

Dividends on common stock

Net cash used in financing activities

Net cash provided by financing activities

Net decrease in cash and cash equivalents

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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 July 28, 2023 (the “2023 Form 10-K”).

The accounting policies used in preparing these condensed consolidated

financial statements are the same as described in the 2023 Form 10-K.

References to a year in these Notes to Condensed Consolidated Financial Statemen ts are to the Company’s fiscal year unless otherwise noted.

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

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.

new disclosure requirements are effective for fiscal periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

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 in the first quarter of 2026.

Tax Disclosures

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.

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.

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.

Fair Value Measurements

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

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

Cash equivalents*

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Total assets at fair value

The Company’s assets measured at fair value on a recurring basis at July 28, 2023

were as follows:

The Company’s assets measured at fair value on a recurring basis at August 02, 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.

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

The Company did no t 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

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

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

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

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 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).

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.

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

April 26, 2024

July 28, 2023

November 01, 2024

August 02, 2024

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

at (1) the Term Secured Overnight Financing Rate (SOFR) or (2) a base rate equal to the greater 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 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 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

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 .

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;

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 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 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.

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 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:

April 26, 2024

July 28, 2023

November 01, 2024

August 02, 2024

Liability component

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Net carrying amount

Debt issuance costs are amortized to interest expense

using the effective interest method over the expected life of the Notes.

(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 % .

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Quarter Ended

Nine Months Ended

Coupon interest

1 unchanged sentence

Total interest expense

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 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.

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.

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.

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 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

Convertible Note Hedge Transactions, net of the proceeds to the Company from the Warrant Transactions, was approximately $ 30,310 .

costs incurred in connection with the Convertible Note Hedge Transactions and Warrant Transactions were recorded as a reduction to additional paid-in capital in 2021.

Because 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.

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.

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

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.

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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.

Company’s operations are located within the United States.

All of the Company’s operations are located within the United States.

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 (Loss) on a net presentation basis after

deducting sales tax.

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

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Quarter Ended

Nine Months Ended

Total revenue

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.

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.

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.

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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.

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.

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 (Loss)

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 over the expected redemption period.

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 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 $ 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 .

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

During the first

quarter of 2024, the Company launched its customer loyalty program, Cracker Barrel Rewards, which allows members to earn points (“pegs”) for each qualifying purchase in store or online.

Pegs earned are then converted to rewards upon reaching

certain thresholds.

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.

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.

after twelve months .

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

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.

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 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.

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”);

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.

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

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.

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 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 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 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

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

Nine Months Ended

Operating lease cost

2 unchanged sentences

Total lease cost

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

specified periods:

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

Nine Months Ended

Operating cash flow information:

2 unchanged sentences

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

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

Lease modifications or reassessments increasing 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

April 26 , 2024

April 28 , 2023

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

Weighted-average discount rate

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

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

Remainder of 2025

3 unchanged sentences

Sale and Leaseback Transactions

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 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.

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 entered into an agreement with the original lessor and a third party financier to obtain ownership of 64 of the 65 Cracker Barrel properties

previously covered in the original sale and leaseback arrangement and simultaneously entered into a sale and leaseback transaction with the financier.

The Company purchased the remaining property.

In connection with this sale and leaseback

transaction, the Company entered into lease agreements for each of the properties for initial terms of 20 years and renewal options up

In 2021, the Company completed a sale and leaseback transaction involving 62 of its owned 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

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 (loss) per shar e.

In 2020, the Company completed a sale and leaseback transaction involving 64 Cracker Barrel stores.

Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years .

In 2021, the Company completed a sale and leaseback transaction involving 62 Cracker Barrel stores.

Under the transaction, the land, buildings and building improvements at the locations were sold and leased back for initial terms of 20 years and renewal options up to 50 years .

Net Income Per Share and Weighted Average Shares

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 $ 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.

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.

1 unchanged sentence

Quarter Ended

Nine Months Ended

Net income (loss) per share numerator

Net income (loss) per share denominator:

Net income per share numerator

Net income per share denominator:

Basic weighted average shares

3 unchanged sentences

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

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 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.

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

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 April 26, 2024 .

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.

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