What changed in this filing

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Item 1. Financial Statements

2025-06-05 compared with 2025-03-06 · 82 added, 49 removed, 319 unchanged (29% of the section changed)

28 unchanged sentences

Common stock – 400,000,000 shares of $ 0.01 par value authorized;

22,263,481 shares issued and outstanding at January 31, 2025, and 22,203,043 shares issued and outstanding at August 02, 2024

22,266,951 shares issued and outstanding at May 02, 2025, and 22,203,043 shares issued and outstanding at August 02, 2024

Additional paid-in capital

5 unchanged sentences

CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(In thousands, except share data)

Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

4 unchanged sentences

Impairment and store closing costs

Operating income

Goodwill impairment

Operating income (loss)

Interest expense, net

Income before income taxes

Provision for income taxes (income tax benefit)

Net income per share:

Income (loss) before income taxes

Income tax benefit

Net income (loss)

Net income (loss) per share:

Weighted average shares:

17 unchanged sentences

Balances at January 31, 2025

Comprehensive Income:

Total comprehensive income

Cash dividends declared - $ 0.25 per share

Share-based compensation

Issuance of share-based compensation awards

Balances at May 02, 2025

Shareholders’

12 unchanged sentences

Balances at January 26, 2024

Comprehensive loss:

Total comprehensive loss

Cash dividends declared - $ 1.30 per share

Share-based compensation

Issuance of share-based compensation awards

Balances at April 26, 2024

See Notes to unaudited Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

(Unaudited and in thousands)

Nine Months Ended

Cash flows from operating activities:

3 unchanged sentences

Loss on disposition of property and equipment

Goodwill impairment

Share-based compensation

58 unchanged sentences

Fair Value Measurements

The Company’s assets measured at fair value on a recurring basis at January 31, 2025 were as follows:

The Company’s assets measured at fair value on a recurring basis at May 02, 2025 were as follows:

Cash equivalents*

10 unchanged sentences

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 January 31, 2025 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 January 31, 2025 and August 02, 2024, respectively.

The Company did no t have any liabilities measured at fair value on a recurring basis at May 02, 2025 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 May 02, 2025 and August 02, 2024, respectively.

The Company’s financial instruments that are not remeasured at fair value include the 0.625 % convertible Senior Notes (see Note 4).

The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2.

The estimated fair value of the Notes was $ 289,125 and $ 267,939 as of January 31, 2025 and August 02, 2024, respectively.

The estimated fair value of the Notes was $ 283,890 and $ 267,939 as of May 02, 2025 and August 02, 2024, respectively.

Assets Measured at Fair Value on a Nonrecurring Basis

In the first six months of 2025, three Maple Street Biscuit Company (“MSBC”) locations and two Cracker Barrel locations were determined to be impaired because of declining operating performance.

In the first nine months of 2025, five Maple Street Biscuit Company (“MSBC”) locations and two Cracker Barrel locations were determined to be impaired because of declining operating performance.

Fair value of these locations was determined by sales prices of comparable assets or estimates of discounted future cash flows considering their highest and best use.

2 unchanged sentences

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 $ 2,863 in the first six months of 2025, which are included in the impairment and store closing costs line on the Condensed Consolidated Statements of Income.

Based on its analysis, the Company recorded impairment charges of $ 3,581 in the first nine months of 2025, which are included in the impairment and store closing costs line on the Condensed Consolidated Statements of Income.

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

January 31, 2025

August 02, 2024

1 unchanged sentence

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 $ 174,000 and $ 180,000 on January 31, 2025 and August 02, 2024, respectively.

As of January 31, 2025, 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 January 31, 2025, the Company had $ 491,996 in borrowing availability under the 2022 Revolving Credit Facility.

The Company’s outstanding borrowings under the 2022 Revolving Credit Facility were $ 191,500 and $ 180,000 on May 02, 2025 and August 02, 2024, respectively.

As of May 02, 2025, 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 May 02, 2025, the Company had $ 474,496 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 January 31, 2025, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.20 % .

At May 02, 2025, the weighted average interest rate on the Company’s outstanding borrowings on the 2022 Revolving Credit Facility was 6.24 % .

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 31, 2025, the Company was in compliance with all financial covenants under the 2022 Revolving Credit Facility.

At May 02, 2025, 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.

1 unchanged sentence

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 .

See Note 11 for information on the Company’s new credit facility (“2025 Credit Facility”) entered into on May 16, 2025, which replaced the 2022 Revolving Credit Facility.

Convertible Senior Notes

9 unchanged sentences

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 January 31, 2025, the conversion rate, as adjusted, was 6.3313 shares of the Company’s common stock per $ 1,000 principal amount of Notes.

As of May 02, 2025, the conversion rate, as adjusted, was 6.3722 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.

2 unchanged sentences

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

January 31, 2025

August 02, 2024

6 unchanged sentences

Quarter Ended

Six Months Ended

Nine Months Ended

Coupon interest

2 unchanged sentences

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 2025 or during 2024, 2023, 2022 or 2021.

The holders of the Notes were not eligible to convert their Notes during the first nine 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 January 31, 2025, the Company could not be required to settle the Notes and, therefore, the Notes are classified as long-term debt.

Accordingly, as of May 02, 2025, 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

4 unchanged sentences

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 31, 2025, the strike price, as adjusted, of the Warrant Transactions was $ 221.13 per share as a result of dividends declared since the Notes were issued.

As of May 02, 2025, the strike price, as adjusted, of the Warrant Transactions was $ 219.71 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.

17 unchanged sentences

Quarter Ended

Six Months Ended

Nine Months Ended

Total revenue

15 unchanged sentences

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 six months ended January 31, 2025, gift card breakage was $ 363 and $ 9,552 , respectively.

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

Deferred revenue related to the Company’s gift cards was $ 99,252 and $ 84,854 , respectively, at January 31, 2025 and August 02, 2024.

Revenue recognized in the Condensed Consolidated Statements of Income for the six months ended January 31, 2025 and January 26, 2024, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 23,865 and $ 24,945 , respectively.

For the quarter and nine months ended May 02, 2025, gift card breakage was $ 1,357 and $ 10,909 , respectively.

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

Deferred revenue related to the Company’s gift cards was $ 85,820 and $ 84,854 , respectively, at May 02, 2025 and August 02, 2024 and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

Revenue recognized in the Condensed Consolidated Statements of Income for the nine months ended May 02, 2025 and April 26, 2024 for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $ 30,047 and $ 31,731 , respectively.

Loyalty Program

7 unchanged sentences

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

As of January 31, 2025 and August 02, 2024, deferred revenue related to the loyalty program was $ 4,273 and $ 1,544 , respectively, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

As of May 02, 2025 and August 02, 2024, deferred revenue related to the loyalty program was $ 4,311 and $ 1,544 , respectively, and is included in other current liabilities on the Condensed Consolidated Balance Sheets.

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.

13 unchanged sentences

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

The Company has entered into real estate leases for one Cracker Barrel and two MSBC locations that are not recorded as right-of-use assets or lease liabilities as we have not yet taken possession.

The Company has entered into real estate leases for 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 2026 with undiscounted future payments of $ 2,493 .

6 unchanged sentences

Quarter Ended

Six Months Ended

Nine Months Ended

Operating lease cost

4 unchanged sentences

Quarter Ended

Six Months 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 right-of-use assets

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

Lease modifications removing right-of-use assets

Right-of-use 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 indicated:

January 31, 2025

January 26, 2024

April 26, 2024

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 31, 2025:

The following table summarizes the maturities of undiscounted cash flows reconciled to the total operating lease liability as of May 02, 2025:

Remainder of 2025

10 unchanged sentences

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.

Net Income (Loss) Per Share and Weighted Average Shares

Basic 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 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.

For periods in which the Company reports a net loss, diluted consolidated net loss per share is the same as basic net loss per share because the effect of all potentially dilutive securities would be anti-dilutive.

Common equivalent shares related to stock options and nonvested stock awards and units issued by the Company are calculated using the treasury stock method.

1 unchanged sentence

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 $ 157.95 as of January 31, 2025.

Warrants were excluded from the computation of diluted earnings per share since the warrants’ strike price of $ 221.13 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 consolidated net income (loss) per share because the average market price of the Company’s common stock during the reporting period did not exceed the conversion price of $ 156.93 as of May 02, 2025.

Warrants were excluded from the computation of diluted consolidated net income (loss) per share since the warrants’ strike price of $ 219.71 was greater than the average market price of the Company’s common stock during the period.

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

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

The following table reconciles the components of diluted consolidated net income (loss) per share computations for the specified periods:

Quarter Ended

Six Months Ended

Net income per share numerator

Net income per share denominator:

Nine Months Ended

Net income (loss) per share numerator

Net income (loss) per share denominator:

Basic weighted average shares

6 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 31, 2025, 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.

As of May 02, 2025, 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.

1 unchanged sentence

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 31, 2025.

Subsequent Event

On May 16, 2025, the Company entered into a five-year $ 800,000 credit facility (the “2025 Credit Facility”).

The 2025 Credit Facility replaced the 2022 Revolving Credit Facility and is not reflected in the accompanying financial statements.

The 2025 Credit Facility consists of a $ 550,000 revolving credit facility, which includes a $ 25,000 swingline subfacility and a $ 75,000 letter of credit subfacility, and a $ 250,000 delayed draw term loan facility (the “Delayed Draw Term Loan Facility”).

The Delayed Draw Term Loan Facility may be borrowed until the expiration date of June 15, 2026.

The Delayed Draw Term Loan Facility was unfunded as of the close date of the 2025 Credit Facility.

The 2025 Credit Facility also contains an option to increase the 2025 Credit Facility by $ 200,000 .

The proceeds of the 2025 Credit Facility will be used to refinance all indebtedness under the 2022 Revolving Credit Facility, for ongoing working capital and for other general corporate purposes of the Company.

The outstanding borrowings under the 2025 Credit Facility 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) one-month Term SOFR plus 1.0 % , in each case, plus an applicable margin based on the Company’s consolidated total leverage ratio.

The 2025 Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio.

The 2025 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 2025 Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2025 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 3.50 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 3.50 to 1.00 at the time the dividend or repurchase is made;

At any time that any Delayed Draw Term Loan Facility or commitments thereunder are outstanding, then the aggregate amount of cash dividends or repurchases of shares of the Company’s stock shall not exceed $ 100,000 during any consecutive twelve-month period.

The maturity date of the 2025 Credit Facility, if not extended in accordance with the terms in the 2025 Credit Facility is May 16, 2030.

However, the 2025 Credit Facility is subject to maturity as of March 16, 2026 if Cash Availability as of such date is less than (i) $ 125 million plus (ii) the amount that would be required to repay all outstanding principal and interest under the Notes in full as of such date.

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