|
x
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Tennessee
|
62-1749513
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(IRS Employer Identification No.)
|
305 Hartmann Drive, P.O. Box 787
Lebanon, Tennessee
(Address of Principal Executive Offices)
|
37088-0787
(Zip code)
|
Large accelerated filer x
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company o
|
PART I.
|
FINANCIAL INFORMATION
|
Page
|
||
Item 1
|
||||
·
|
||||
a)
|
3
|
|||
b)
|
4
|
|||
c)
|
5
|
|||
d)
|
6
|
|||
Item 2
|
||||
·
|
17
|
|||
Item 3
|
||||
·
|
30
|
|||
Item 4
|
||||
·
|
30
|
|||
PART II.
|
OTHER INFORMATION
|
|||
Item 1A
|
||||
·
|
31
|
|||
Item 2
|
||||
·
|
31
|
|||
Item 6
|
||||
·
|
31
|
|||
32
|
April 29,
|
July 30,
|
|||||||
2011
|
2010* | |||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 62,486 | $ | 47,700 | ||||
Accounts receivable
|
11,917 | 13,530 | ||||||
Inventories
|
131,995 | 144,079 | ||||||
Prepaid expenses and other current assets
|
10,782 | 8,609 | ||||||
Deferred income taxes
|
17,448 | 22,341 | ||||||
Total current assets
|
234,628 | 236,259 | ||||||
Property and equipment
|
1,662,843 | 1,621,545 | ||||||
Less: Accumulated depreciation and amortization of capital leases
|
653,345 | 617,442 | ||||||
Property and equipment – net
|
1,009,498 | 1,004,103 | ||||||
Other assets
|
55,409 | 51,705 | ||||||
Total assets
|
$ | 1,299,535 | $ | 1,292,067 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 82,254 | $ | 116,218 | ||||
Current maturities of long-term debt and other long-term obligations
|
6,766 | 6,765 | ||||||
Income taxes payable
|
2,550 | 7,624 | ||||||
Deferred revenue
|
35,301 | 27,544 | ||||||
Accrued interest expense
|
10,274 | 10,535 | ||||||
Other accrued expenses
|
123,211 | 140,862 | ||||||
Total current liabilities
|
260,356 | 309,548 | ||||||
Long-term debt
|
568,525 | 573,744 | ||||||
Interest rate swap liability
|
51,311 | 66,281 | ||||||
Other long-term obligations
|
103,570 | 93,822 | ||||||
Deferred income taxes
|
55,878 | 57,055 | ||||||
Commitments and contingencies (Note 13)
|
||||||||
Shareholders’ equity:
|
||||||||
Preferred stock – 100,000,000 shares of $.01 par value authorized; no shares issued
|
-- | -- | ||||||
Common stock – 400,000,000 shares of $.01 par value authorized; 22,951,501 shares issued and outstanding at April 29, 2011, and 22,732,781 shares issued and outstanding at July 30, 2010
|
230 | 228 | ||||||
Additional paid-in capital
|
10,334 | 6,200 | ||||||
Accumulated other comprehensive loss
|
(36,944 | ) | (48,849 | ) | ||||
Retained earnings
|
286,275 | 234,038 | ||||||
Total shareholders’ equity
|
259,895 | 191,617 | ||||||
Total liabilities and shareholders’ equity
|
$ | 1,299,535 | $ | 1,292,067 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Total revenue
|
$ | 582,525 | $ | 578,233 | $ | 1,821,493 | $ | 1,792,032 | ||||||||
Cost of goods sold
|
179,774 | 173,041 | 578,917 | 562,410 | ||||||||||||
Gross profit
|
402,751 | 405,192 | 1,242,576 | 1,229,622 | ||||||||||||
Labor and other related expenses
|
227,437 | 226,047 | 675,223 | 679,401 | ||||||||||||
Other store operating expenses
|
112,112 | 109,302 | 336,235 | 320,269 | ||||||||||||
Store operating income
|
63,202 | 69,843 | 231,118 | 229,952 | ||||||||||||
General and administrative expenses
|
33,955 | 38,012 | 103,899 | 108,488 | ||||||||||||
Impairment and store dispositions, net
|
(1,958 | ) | -- | (1,874 | ) | 2,263 | ||||||||||
Operating income
|
31,205 | 31,831 | 129,093 | 119,201 | ||||||||||||
Interest expense
|
11,619 | 12,186 | 35,163 | 37,249 | ||||||||||||
Income before income taxes
|
19,586 | 19,645 | 93,930 | 81,952 | ||||||||||||
Provision for income taxes
|
4,432 | 5,217 | 26,265 | 24,107 | ||||||||||||
Net income
|
$ | 15,154 | $ | 14,428 | $ | 67,665 | $ | 57,845 | ||||||||
Net income per share:
|
||||||||||||||||
Basic
|
$ | 0.66 | $ | 0.62 | $ | 2.94 | $ | 2.52 | ||||||||
Diluted
|
$ | 0.64 | $ | 0.61 | $ | 2.85 | $ | 2.47 | ||||||||
Weighted average shares:
|
||||||||||||||||
Basic
|
23,048,279 | 23,198,505 | 23,039,388 | 22,934,732 | ||||||||||||
Diluted
|
23,602,333 | 23,802,998 | 23,705,155 | 23,445,554 | ||||||||||||
Dividends declared per share
|
$ | 0.22 | $ | 0.20 | $ | 0.66 | $ | 0.60 |
Nine Months Ended
|
||||||||
April 29,
|
April 30,
|
|||||||
2011
|
2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$ | 67,665 | $ | 57,845 | ||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
46,537 | 45,629 | ||||||
(Gain) loss on disposition of property and equipment
|
(2,062 | ) | 2,943 | |||||
Impairment
|
2,175 | 2,263 | ||||||
Share-based compensation
|
7,335 | 10,088 | ||||||
Excess tax benefit from share-based compensation
|
(2,338 | ) | (4,841 | ) | ||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
12,084 | 16,969 | ||||||
Other current assets
|
(560 | ) | 4,324 | |||||
Accounts payable
|
(33,964 | ) | (13,930 | ) | ||||
Accrued employee compensation
|
(13,430 | ) | 5,222 | |||||
Other current liabilities
|
(89 | ) | 1,675 | |||||
Other long-term assets and liabilities
|
5,825 | 8,568 | ||||||
Net cash provided by operating activities
|
89,178 | 136,755 | ||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(59,410 | ) | (40,218 | ) | ||||
Proceeds from sale of property and equipment
|
8,124 | 229 | ||||||
Proceeds from insurance recoveries of property and equipment
|
126 | 224 | ||||||
Net cash used in investing activities
|
(51,160 | ) | (39,765 | ) | ||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt
|
112,000 | 339,600 | ||||||
Principal payments under long-term debt and other long-term obligations
|
(117,233 | ) | (384,687 | ) | ||||
Proceeds from exercise of share-based compensation awards
|
20,107 | 35,565 | ||||||
Excess tax benefit from share-based compensation
|
2,338 | 4,841 | ||||||
Purchases and retirement of common stock
|
(25,644 | ) | (7,799 | ) | ||||
Deferred financing costs
|
-- | (2,908 | ) | |||||
Dividends on common stock
|
(14,800 | ) | (13,820 | ) | ||||
Net cash used in financing activities
|
(23,232 | ) | (29,208 | ) | ||||
Net increase in cash and cash equivalents
|
14,786 | 67,782 | ||||||
Cash and cash equivalents, beginning of period
|
47,700 | 11,609 | ||||||
Cash and cash equivalents, end of period
|
$ | 62,486 | $ | 79,391 | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, excluding interest rate swap payments, net of amounts capitalized
|
$ | 10,377 | $ | 11,262 | ||||
Interest rate swaps
|
$ | 22,878 | $ | 22,741 | ||||
Income taxes
|
$ | 27,726 | $ | 17,577 | ||||
Supplemental schedule of non-cash financing activity:
|
||||||||
Change in fair value of interest rate swaps
|
$ | 14,970 | $ | (510 | ) | |||
Change in deferred tax asset for interest rate swaps
|
$ | (3,065 | ) | $ | 1,742 |
1.
|
Condensed Consolidated Financial Statements
|
Quarter Ended
April 30, 2010
|
Nine Months Ended
April 30, 2010
|
|||||||
Store operating income as previously reported
|
$ | 69,843 | $ | 227,689 | ||||
Impairment and store dispositions, net
|
-- | 2,263 | ||||||
Store operating income as currently reported
|
$ | 69,843 | $ | 229,952 |
2.
|
Fair Value Measurements
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Fair Value as of April 29,
2011
|
|||||||||||||
Cash equivalents*
|
$ | 43,668 | $ | -- | $ | -- | $ | 43,668 | ||||||||
Deferred compensation plan assets**
|
30,530 | -- | -- | 30,530 | ||||||||||||
Total assets at fair value
|
$ | 74,198 | $ | -- | $ | -- | $ | 74,198 | ||||||||
Interest rate swap liability (Note 5)
|
$ | -- | $ | 51,311 | $ | -- | $ | 51,311 | ||||||||
Total liabilities at fair value
|
$ | -- | $ | 51,311 | $ | -- | $ | 51,311 |
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
Fair Value as of July 30,
2010
|
|||||||||||||
Cash equivalents*
|
$ | 35,250 | $ | -- | $ | -- | $ | 35,250 | ||||||||
Deferred compensation plan assets**
|
25,935 | -- | -- | 25,935 | ||||||||||||
Total assets at fair value
|
$ | 61,185 | $ | -- | $ | -- | $ | 61,185 | ||||||||
Interest rate swap liability (Note 5)
|
$ | -- | $ | 66,281 | $ | -- | $ | 66,281 | ||||||||
Total liabilities at fair value
|
$ | -- | $ | 66,281 | $ | -- | $ | 66,281 |
3.
|
Inventories
|
April 29,
2011
|
July 30,
2010
|
|||||||
Retail
|
$ | 98,619 | $ | 113,674 | ||||
Restaurant
|
19,910 | 17,586 | ||||||
Supplies
|
13,466 | 12,819 | ||||||
Total
|
$ | 131,995 | $ | 144,079 |
4.
|
Debt
|
April 29,
2011
|
July 30,
2010
|
|||||||
Term loans payable on or before April 27, 2013
|
$ | 344,377 | $ | 347,559 | ||||
Term loans payable on or before April 27, 2016
|
230,623 | 232,585 | ||||||
Note payable
|
271 | 346 | ||||||
575,271 | 580,490 | |||||||
Current maturities
|
(6,746 | ) | (6,746 | ) | ||||
Long-term debt
|
$ | 568,525 | $ | 573,744 |
5.
|
Derivative Instruments and Hedging Activities
|
From May 4, 2010 to May 2, 2011
|
$ | 575,000 | ||
From May 3, 2011 to May 2, 2012
|
550,000 | |||
From May 3, 2012 to May 3, 2013
|
525,000 |
Balance Sheet Location
|
April 29, 2011
|
July 30, 2010
|
|||||||
Interest rate swaps (See Note 2)
|
Interest rate swap liability
|
$ | 51,311 | $ | 66,281 |
Amount of Loss Recognized in AOCL on Derivatives (Effective Portion)
|
||||||||
Nine Months Ended
|
Year Ended
|
|||||||
April 29, 2011
|
July 30, 2010
|
|||||||
Cash flow hedges:
|
||||||||
Interest rate swaps
|
$ | 14,970 | $ | (5,049 | ) |
Location of Loss Reclassified from AOCL into Income
(Effective Portion)
|
Amount of Loss Reclassified from AOCL into Income
(Effective Portion)
|
||||||||||||||||
Quarter Ended
|
Nine Months Ended
|
||||||||||||||||
April 29, 2011
|
April 30, 2010
|
April 29, 2011
|
April 30, 2010
|
||||||||||||||
Cash flow hedges:
|
|||||||||||||||||
Interest rate swaps
|
Interest expense
|
$ | 7,765 | $ | 8,111 | $ | 22,878 | $ | 22,741 |
6.
|
Shareholders’ Equity
|
7.
|
Comprehensive Income
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
2011
|
April 30,
2010
|
April 29,
2011
|
April 30,
2010
|
|||||||||||||
Net income
|
$ | 15,154 | $ | 14,428 | $ | 67,665 | $ | 57,845 | ||||||||
Other comprehensive income:
|
||||||||||||||||
Changes in fair value of interest rate swaps, net of tax
|
2,329 | 1,771 | 11,905 | 1,232 | ||||||||||||
Total comprehensive income
|
$ | 17,483 | $ | 16,199 | $ | 79,570 | $ | 59,077 |
8.
|
Seasonality
|
9.
|
Segment Reporting
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
2011
|
April 30,
2010
|
April 29,
2011
|
April 30,
2010
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 476,361 | $ | 473,293 | $ | 1,436,790 | $ | 1,414,078 | ||||||||
Retail
|
106,164 | 104,940 | 384,703 | 377,954 | ||||||||||||
Total revenue
|
$ | 582,525 | $ | 578,233 | $ | 1,821,493 | $ | 1,792,032 |
10.
|
Impairment and Store Dispositions, Net
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
2011
|
April 30,
2010
|
April 29,
2011
|
April 30,
2010
|
|||||||||||||
Impairment
|
$ | 2,175 | $ | -- | $ | 2,175 | $ | 2,263 | ||||||||
Gains on disposition of stores
|
(4,133 | ) | -- | (4,133 | ) | -- | ||||||||||
Store closing costs
|
-- | -- | 84 | -- | ||||||||||||
Total
|
$ | (1,958 | ) | $ | -- | $ | (1,874 | ) | $ | 2,263 |
11.
|
Share-Based Compensation
|
12.
|
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Net income per share numerator
|
$ | 15,154 | $ | 14,428 | $ | 67,665 | $ | 57,845 | ||||||||
Net income per share denominator:
|
||||||||||||||||
Weighted average shares
|
23,048,279 | 23,198,505 | 23,039,388 | 22,934,732 | ||||||||||||
Add potential dilution:
|
||||||||||||||||
Stock options and nonvested stock and stock awards
|
554,054 | 604,493 | 665,767 | 510,822 | ||||||||||||
Diluted weighted average shares
|
23,602,333 | 23,802,998 | 23,705,155 | 23,445,554 |
13.
|
Commitments and Contingencies
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Total revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of goods sold
|
30.9 | 29.9 | 31.8 | 31.4 | ||||||||||||
Gross profit
|
69.1 | 70.1 | 68.2 | 68.6 | ||||||||||||
Labor and other related expenses
|
39.0 | 39.1 | 37.1 | 37.9 | ||||||||||||
Other store operating expenses
|
19.3 | 18.9 | 18.4 | 17.9 | ||||||||||||
Store operating income
|
10.8 | 12.1 | 12.7 | 12.8 | ||||||||||||
General and administrative expenses
|
5.8 | 6.6 | 5.7 | 6.0 | ||||||||||||
Impairment and store dispositions, net
|
(0.4 | ) | -- | (0.1 | ) | 0.1 | ||||||||||
Operating income
|
5.4 | 5.5 | 7.1 | 6.7 | ||||||||||||
Interest expense
|
2.0 | 2.1 | 1.9 | 2.1 | ||||||||||||
Income before income taxes
|
3.4 | 3.4 | 5.2 | 4.6 | ||||||||||||
Provision for income taxes
|
0.8 | 0.9 | 1.5 | 1.4 | ||||||||||||
Net income
|
2.6 | % | 2.5 | % | 3.7 | % | 3.2 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
81.8 | % | 81.9 | % | 78.9 | % | 78.9 | % | ||||||||
Retail
|
18.2 | 18.1 | 21.1 | 21.1 | ||||||||||||
Total revenue
|
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Open at beginning of period
|
597 | 593 | 593 | 588 | ||||||||||||
Open during period
|
4 | 1 | 8 | 6 | ||||||||||||
Open at the end of period
|
601 | 594 | 601 | 594 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
|
April 30,
|
April 29,
|
April 30,
|
|||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Revenue:
|
||||||||||||||||
Restaurant
|
$ | 794.9 | $ | 797.1 | $ | 2,407.1 | $ | 2,388.3 | ||||||||
Retail
|
177.2 | 176.7 | 644.5 | 638.3 | ||||||||||||
Total revenue
|
$ | 972.1 | $ | 973.8 | $ | 3,051.6 | $ | 3,026.6 |
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||
April 29,
2011
|
April 30,
2010
|
April 29,
2011
|
April 30,
2010
|
|||||||||||||
Impairment
|
$ | 2,175 | $ | -- | $ | 2,175 | $ | 2,263 | ||||||||
Gains on disposition of stores
|
(4,133 | ) | -- | (4,133 | ) | -- | ||||||||||
Store closing costs
|
-- | -- | 84 | -- | ||||||||||||
Total
|
$ | (1,958 | ) | $ | -- | $ | (1,874 | ) | $ | 2,263 |
|
·
|
management believes are both most important to the portrayal of our financial condition and operating results and
|
|
·
|
require management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
|
|
·
|
Impairment of Long-Lived Assets and Provision for Asset Dispositions
|
|
·
|
Insurance Reserves
|
|
·
|
Retail Inventory Valuation
|
|
·
|
Tax Provision
|
|
·
|
Share-Based Compensation
|
|
·
|
Unredeemed Gift Cards
|
|
·
|
Legal Proceedings
|
|
·
|
The expected volatility is a blend of implied volatility based on market-traded options on our stock and historical volatility of our stock over the contractual life of the options.
|
|
·
|
We use historical data to estimate option exercise and employee termination behavior within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected life of options granted is derived from the output of the option valuation model and represents the period of time the options are expected to be outstanding.
|
|
·
|
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.
|
|
·
|
The expected dividend yield is based on our current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid Per Share (1)
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|
|||||||||
1/29/11 – 2/25/11
|
51,300 | 49.50 | 51,300 |
Indeterminate (2)
|
|||||||||
2/26/11 – 3/25/11
|
248,700 | $ | 48.68 | 248,700 |
Indeterminate (2)
|
||||||||
3/26/11 – 4/29/11
|
-- | -- | -- |
Indeterminate (2)
|
|||||||||
Total for the quarter
|
300,000 | $ | 48.82 | 300,000 |
Indeterminate (2)
|
|
(1)
|
Average price paid per share is calculated on a settlement basis and includes commissions and fees.
|
|
(2)
|
Subject to a maximum amount of $65,000, we have been authorized by our Board of Directors to repurchase shares during 2011 to offset share dilution that results from the issuance of shares under our equity compensation plans. See Note 7 to our Consolidated Financial Statements contained in the 2010 Form 10-K.
|
Item 6.
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
||
Date: 6/3/11
|
By:
|
/s/Lawrence E. Hyatt
|
Lawrence E. Hyatt, Senior Vice President and Chief Financial Officer
|
||
Date: 6/3/11
|
By:
|
/s/Patrick A. Scruggs
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Patrick A. Scruggs, Vice President, Accounting and Tax and Chief Accounting Officer
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Exhibit No.
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Description
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Executive Employment Agreement dated as of March 28, 2011 with Michael A. Woodhouse
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Rule 13a-14(a)/15d-14(a) Certifications
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Section 1350 Certifications
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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4.2.1
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Incentive Bonus. Executive shall be entitled to an annual bonus, the amount of which shall be determined by the Compensation Committee of the Board (the "Committee"). The amount of and performance criteria with respect to any such bonus in any year shall be determined not later than the date or time prescribed by Treas. Reg. § 1.162-27(e) (“Section 162(m)”) in accordance with a formula to be agreed upon by the Company and Executive and approved by the Committee that reflects the financial and other performance of the Company and the Executive's contributions thereto. During such time as Executive is serving as both Chairman and Chief Executive Officer, the Executive's annual target (subject to such performance and other criteria as may be established by the Committee) bonus shall be no less than one hundred twenty-five percent (125%) of the Base Salary (the "Chair/CEO Bonus Multiple"). During such time as Executive is serving as Chairman (but not Chief Executive Officer), the Executive's annual target (subject to such performance and other criteria as may be established by the Committee) bonus shall be no less than one hundred percent (100%) of the Base Salary (the "Chair Bonus Multiple"). Executive's target annual bonus for any fiscal year shall be determined by adding: (i) Executive's prorated Base Salary during the fiscal year in question while serving as Chairman and Chief Executive Officer multiplied by the Chair/CEO Bonus Multiple; and (ii) Executive's prorated Base Salary during the fiscal year in question while serving solely as Chairman multiplied by the Chair Bonus Multiple.
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4.2.2
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Long Term Incentive Plans. Executive shall be entitled to participate in the Company’s Long-Term Incentive Plans (each, an “LTI”). The amount of and performance criteria with respect to any such LTI shall be determined not later than the date or time prescribed by Section 162(m) in accordance with a formula to be agreed upon by the Company and Executive and approved by the Committee that reflects the financial and other performance of the Company and the Executive's contributions thereto. During such time that Executive is serving as both Chairman and Chief Executive Officer, the Executive's target (subject to such performance and other criteria as may be established by the Committee) LTI awards shall be no less than two hundred fifty percent (250%) of the Base Salary (the "Chair/CEO LTI Multiple"). During such time that Executive is serving as Chairman (but not Chief Executive Officer), the Executive's target (subject to such performance and other criteria as may be established by the Committee) LTI awards shall be no less than one hundred fifty percent (150%) of the Base Salary (the "Chair LTI Multiple"). Any target LTI award granted during the Term shall be determined by adding: (i) Executive's prorated Base Salary during the term of the LTI award while serving as Chairman and Chief Executive Officer multiplied by the Chair/CEO LTI Multiple; and (ii) Executive's prorated Base Salary during the term of the LTI award while serving solely as Chairman multiplied by the Chair LTI Multiple. Furthermore, any LTI award granted during the Term shall provide that (subject to achievement of applicable performance criteria) it shall vest at the earlier of: (i) the regular vesting or performance term of the award, as applicable; or (ii) Executive's cessation of service as a member of the Board (other than as a result of his voluntary resignation or refusal to stand for re-election).
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4.2.3
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Welfare Benefit Plans. During the Term, Executive and Executive’s eligible dependents shall be eligible for participation in, and shall receive all benefits under, the welfare benefit plans, practices, policies and programs provided by the Company (including, without limitation, medical, prescription, dental, disability, executive life, group life, accidental death and travel accident insurance plans and programs) (“Welfare Plans”) to the extent applicable generally to Peer Executives. Also, throughout the Term, in addition to participating in the other insurance programs provided to Peer Executives, the Company, for the benefit of the Executive, shall pay the premiums to maintain in force during the Term a policy of term life insurance covering the Executive, with such carrier as is reasonably acceptable to Company and Executive, in the face amount of $2.5 million.
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4.2.4
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Vacation. Executive shall be entitled to an annual paid vacation commensurate with the Company's established vacation policy for Peer Executives. The timing of paid vacations shall be scheduled in a reasonable manner by the Executive.
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4.2.5
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Business Expenses. Executive shall be reimbursed for all reasonable business expenses incurred in carrying out the work hereunder. Executive shall follow the Company’s expense procedures that generally apply to other Peer Executives in accordance with the policies, practices and procedures of the Company to the extent applicable generally to such Peer Executives.
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4.2.6
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Perquisites. Executive shall be entitled to receive such executive perquisites, fringe and other benefits as are provided to the senior most executives and their families under any of the Company’s plans and/or programs in effect from time to time and such other benefits as are customarily available to Peer Executives.
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5.
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TERMINATION FOR CAUSE.
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(a)
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Any act by Executive involving fraud and any breach by Executive of applicable regulations of competent authorities in relation to trading or dealing with stocks, securities, investments and the like or any willful or grossly negligent act by Executive resulting in an investigation by the Securities and Exchange Commission which, in each case, a majority of the Board determines in its sole and absolute discretion materially adversely affects the Company or Executive’s ability to perform his duties under this Agreement;
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(b)
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Attendance at work in a state of intoxication or otherwise being found in possession at his place of work of any prohibited drug or substance, possession of which would amount to a criminal offense;
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(c)
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Executive's personal dishonesty or willful misconduct in connection with his duties to the Company;
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(d)
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Breach of fiduciary duty to the Company involving personal profit by the Executive;
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(e)
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Conviction of the Executive for any felony or crime involving moral turpitude;
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(f)
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Material intentional breach by the Executive of any provision of this Agreement or of any Company policy adopted by the Board;
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(g)
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The continued failure of Executive to perform substantially Executive’s duties with the Company (other than any such failure resulting from incapacity due to Disability, and specifically excluding any failure by Executive, after good faith, reasonable and demonstrable efforts, to meet performance expectations for any reason), after a written demand for substantial performance is delivered to Executive by a majority of the Board that specifically identifies the manner in which such Board believes that Executive has not substantially performed Executive’s duties.
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(a)
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Other than his removal for Cause pursuant to Section 5 and subject to the proviso below, without the written consent of Executive, the assignment to Executive of any duties inconsistent in any material respect with Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as in effect on the Effective Date, or any other action by the Company which results in a demonstrable diminution in such position, authority, duties or responsibilities, provided, however, it is expressly understood and agreed that so long as Executive is serving as the Chairman of the Board, the designation of another person as the Chief Executive Officer during the Term shall not be "Good Reason" and also excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive;
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(b)
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A reduction by the Company in Executive’s Base Salary below those amounts set forth in Section 4.1;
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(c)
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A reduction by the Company in Executive's annual target bonus or LTI (both expressed as a percentage of Base Salary) below those percentages set forth, respectively, in Sections 4.2.1 and 4.2.2;
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(d)
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The failure by the Company to continue in effect any “pension plan or arrangement” or any “compensation plan or arrangement” in which Executive participates or the elimination of Executive’s participation in any such plan (except for across-the-board plan changes or terminations similarly affecting other Peer Executives);
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(e)
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The Company’s requiring Executive, without his consent, to be based at any office or location more than fifty (50) miles from the Company's current headquarters in Lebanon, Tennessee;
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(f)
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The material breach by the Company of any provision of this Agreement; or
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(g)
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The failure of any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.
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(a)
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The Company shall pay to Executive commencing on the 60th day after the Termination Date, the aggregate of the following amounts:
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(1)
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in a lump sum in cash, the sum of (i) Executive’s Base Salary through the date of termination to the extent not theretofore paid, (ii) a pro-rata portion of amounts payable under any then existing incentive or bonus plan applicable to Executive (including, without limitation, any incentive bonus referred to in Section 4.2.1) for that portion of the fiscal year in which the termination of employment occurs through the date of termination; (iii) any accrued expenses and vacation pay to the extent not theretofore paid, and (iv) unless Executive has elected a different payout date in a prior deferral election, any compensation previously deferred by Executive (together with any accrued interest or earnings thereon) to the extent not theretofore paid (the sum of the amounts described in subsections (i), (ii), (iii) and (iv) shall be referred to in this Agreement as the “Accrued Obligations”); provided, however, that the payment of any portion of the Accrued Obligations may be delayed until such time as is necessary in order to comply with Section 162(m) and
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(2)
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in installments ratably over twenty-four (24) months in accordance with the Company’s normal payroll cycle and procedures, the amount equal to: (i) three (3) times Executive’s annual Base Salary in effect as of the date of termination if the termination occurs during such time as Executive is serving as both Chairman and Chief Executive Officer; and (ii) one and one-half (1-1/2) times Executive’s annual Base Salary in effect as of the date of termination if the termination occurs during such time as Executive is serving as Chairman (but not Chief Executive Officer); and
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(b)
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All stock options (or stock units) held by the Executive that are vested prior to the effective date of the termination shall be exercisable in accordance with their terms. With respect to any stock options (or stock units) held by the Executive that, by their terms do not immediately vest and become exercisable upon a termination of employment without Cause, the Executive shall receive a lump sum cash distribution equal: (i) in the case of stock options, to: (A) the number of shares of the Company’s $0.01 par value common stock (“Shares”) that is subject to options held by the Executive which are not vested on the date of termination of employment; multiplied by (B) the difference between: (1) the closing price of a Share as of the day prior to the effective date of termination of employment (or, if the United States securities trading markets are closed on that date, on the last preceding date on which the United States securities trading markets were open for trading), and (2) the applicable exercise price(s) of the non-vested options; and (ii) in the case of stock units, to: (A) the number of Shares (at target) that is subject to units held by the Executive which are not vested on the date of termination of employment; multiplied by (B) the closing price of a Share as of the day prior to the effective date of termination of employment (or, if the United States securities trading markets are closed on that date, on the last preceding date on which the United States securities trading markets were open for trading); and
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(c)
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The Executive’s participation in the life and medical insurance programs in effect on the date of termination of employment shall continue until the later of (i) (X) twenty-four (24) months after Executive’s date of termination if the termination occurs during such time as Executive is serving as both Chairman and Chief Executive Officer; and (Y) eighteen (18) months after Executive's date of termination of termination if the termination occurs during such time as Executive is serving as Chairman (but not Chief Executive Officer), or (ii) the expiration of the Term (as in effect at the time of termination); provided, however, that notwithstanding the foregoing, the Company shall not be obligated to provide such benefits if Executive becomes employed by another employer and is covered or permitted to be covered by that employer’s benefit plans without regard to the extent of such coverage; and provided further that upon the Executive’s becoming eligible for and covered by Medicare, the medical coverage required by this subsection will be converted to an obligation on the part of the Company to reimburse the Executive for premiums paid to purchase Medicare Supplement coverage during any remaining period of time referred to in subsection (c)(i)(X) or (c)(i)(Y) above; and
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(d)
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To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any other accrued amounts or accrued benefits required to be paid or provided or which Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of the Company (such other amounts and benefits shall be referred to in this Agreement as the “Other Benefits”).
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(e)
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Notwithstanding anything in this Agreement to the contrary, in the event that the Executive’s employment is terminated by the Company without Cause prior to the expiration of the Term (it being understood by the parties that termination by Disability or expiration of this Agreement shall not constitute termination without Cause), the provisions of Section 13.5 shall not apply to the Executive’s activities during the Restricted Period.
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(a)
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Except as otherwise provided herein, if, at any time during the Term in effect after a Change in Control: (i) Executive is involuntarily terminated by the Company for reasons other than Cause or (ii) Executive shall voluntarily terminate his employment with the Company for Good Reason as defined in Section 8, and, within thirty (30) days following the Termination Date, the Executive executes and delivers the Release; then, provided that he does not thereafter revoke the Release, Executive shall be entitled to receive the benefits described in this Section 10. For purposes of this Section 10, a “Change in Control” of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 5.01 of Current Report on Form 8-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if during the Term: (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than thirty-five percent (35%) of the combined voting power of the Company's then outstanding voting securities unless that acquisition was approved or ratified by a vote of at least 2/3 of the members of the Board in office immediately prior to the acquisition; or (b) all or substantially all of the assets of the Company are sold, exchanged or otherwise transferred (other than to secure debt owed by the Company); or (c) the Company's shareholders approve a plan of liquidation or dissolution; or (d) individuals who at the beginning of the Term constitute members of the Board of Company cease for any reason other than at the request or with the concurrence of the Executive to constitute a majority thereof unless the election, or the nomination for election by the Company's shareholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the Term.
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(b)
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Subject to the execution, delivery and effectiveness of the Release and further subject to the limitation imposed by sub-section (c) of this Section 10, upon a termination described in Section 10(a), Executive shall be entitled to receive the following payments and benefits commencing on the 60th day following the Termination Date :
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(1)
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The Company shall pay to Executive, in a lump sum in cash, the aggregate of the following amounts:
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(i)
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the Accrued Obligations (as defined in Section 9(a)(1)); and
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(ii)
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the amount determined by multiplying: (x) 3.0, if the termination occurs during such time as Executive is serving as both Chairman and Chief Executive Officer; and (y) two (2.0), if the termination occurs during such time as Executive is serving as Chairman (but not Chief Executive Officer), times the sum of (A) Executive’s average annual Base Salary for the five fiscal years prior to the termination, and (B) Executive’s Applicable Annual Bonus (as defined below). For purposes of this Agreement, “Applicable Annual Bonus” means the greater of Executive’s actual annual incentive bonus from the Company earned in the fiscal year immediately preceding the fiscal year in which Executive’s Termination Date falls or Executive’s target annual incentive bonus (e.g., 125% of Base Salary) for the year in which Executive’s Termination Date falls; and
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(2)
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All stock options held by the Executive that are vested (including, without limitation, those vested by reason of any Change in Control occurring prior to the Executive's termination) prior to the effective date of the termination shall be exercisable in accordance with their terms. With respect to any stock options held by the Executive that, by their terms do not immediately vest and become exercisable upon a termination of employment without Cause or for Good Reason, the Executive shall receive a lump sum cash distribution equal to: (a) the number of Shares that is subject to options held by the Executive which are not vested on the date of termination of employment; multiplied by (b) the difference between: (i) the closing price of a Share as of the day prior to the effective date of termination of employment (or, if the United States securities trading markets are closed on that date, on the last preceding date on which the United States securities trading markets were open for trading), and (ii) the applicable exercise price(s) of the non-vested options; and
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(3)
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The Executive’s participation in the life and medical insurance programs in effect on the date of termination of employment shall continue until the later of (i) (X) twenty-four (24) months after Executive’s date of termination if the termination occurs during such time as Executive is serving as both Chairman and Chief Executive Officer; and (Y) eighteen (18) months after Executive's date of termination of termination if the termination occurs during such time as Executive is serving as Chairman (but not Chief Executive Officer), or (ii) the expiration of the Term (as in effect at the time of termination); provided, however, that notwithstanding the foregoing, the Company shall not be obligated to provide such benefits if Executive becomes employed by another employer and is covered or permitted to be covered by that employer’s benefit plans without regard to the extent of such coverage; and provided further, that upon the Executive’s becoming eligible for and covered by Medicare, the medical coverage required by this subsection will be converted to an obligation on the part of the Company to reimburse the premiums paid by the Executive to purchase Medicare Supplement coverage during any remaining period of time referred to in subsection (b)(3)(i)(X) or (b)(3)(i)(Y) above; and
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(4)
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To the extent not theretofore paid or provided, the Company shall timely pay or provide to Executive any Other Benefits (as defined in Section 9(d)).
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(1)
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If any payment or benefit Executive would receive pursuant to this Section 10 (collectively, the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive’s benefits under this Agreement shall be delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax.
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(2)
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The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform any calculation necessary to determine the amount, if any, payable to Executive pursuant to this Section 10, as limited by sub-section (c). If the accounting firm so engaged by the Company is also serving as accountant or auditor for the individual, entity or group that will control the Company following a Change in Control, the Company shall appoint a nationally recognized accounting firm other than the accounting firm engaged by the Company for general audit purposes to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.
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(3)
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The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within thirty (30) calendar days after the date on which such accounting firm has been engaged to make such determinations or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Company and Executive.
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If to Company to:
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Cracker Barrel Old Country Store, Inc.
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If to Executive to:
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Michael A. Woodhouse
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CRACKER BARREL OLD COUNTRY
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STORE, INC.
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By:
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/s/ Charles E. Jones, Jr.
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Charles E. Jones, Chairman
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Compensation Committee
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“EXECUTIVE”
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/s/ Michael A. Woodhouse
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Michael A. Woodhouse
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By:
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Its:
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
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Date: June 3, 2011
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By: /s/Michael A. Woodhouse
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Michael A. Woodhouse,
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Chairman and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
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Date: June 3, 2011
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By: /s/Lawrence E. Hyatt
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Lawrence E. Hyatt,
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Senior Vice President and Chief Financial Officer
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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) Parenthetical (USD $)
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Apr. 29, 2011
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Jul. 30, 2010
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---|---|---|
Shareholders' equity: | Â | Â |
Preferred stock, shares of authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 22,951,501 | 22,732,781 |
Common stock, shares outstanding (in shares) | 22,951,501 | 22,732,781 |
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) (USD $)
In Thousands, except Share data |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Apr. 29, 2011
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Apr. 30, 2010
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Apr. 29, 2011
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Apr. 30, 2010
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CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) [Abstract] | Â | Â | Â | Â |
Total revenue | $ 582,525 | $ 578,233 | $ 1,821,493 | $ 1,792,032 |
Cost of goods sold | 179,774 | 173,041 | 578,917 | 562,410 |
Gross profit | 402,751 | 405,192 | 1,242,576 | 1,229,622 |
Labor and other related expenses | 227,437 | 226,047 | 675,223 | 679,401 |
Other store operating expenses | 112,112 | 109,302 | 336,235 | 320,269 |
Store operating income | 63,202 | 69,843 | 231,118 | 229,952 |
General and administrative expenses | 33,955 | 38,012 | 103,899 | 108,488 |
Impairment and store dispositions, net | (1,958) | 0 | (1,874) | 2,263 |
Operating income | 31,205 | 31,831 | 129,093 | 119,201 |
Interest expense | 11,619 | 12,186 | 35,163 | 37,249 |
Income before income taxes | 19,586 | 19,645 | 93,930 | 81,952 |
Provision for income taxes | 4,432 | 5,217 | 26,265 | 24,107 |
Net income | $ 15,154 | $ 14,428 | $ 67,665 | $ 57,845 |
Net income per share: | Â | Â | Â | Â |
Basic (in dollars per share) | $ 0.66 | $ 0.62 | $ 2.94 | $ 2.52 |
Diluted (in dollars per share) | $ 0.64 | $ 0.61 | $ 2.85 | $ 2.47 |
Weighted average shares: | Â | Â | Â | Â |
Basic (in shares) | 23,048,279 | 23,198,505 | 23,039,388 | 22,934,732 |
Diluted (in shares) | 23,602,333 | 23,802,998 | 23,705,155 | 23,445,554 |
Dividends declared per share (in dollars per share) | $ 0.22 | $ 0.20 | $ 0.66 | $ 0.60 |
Document And Entity Information (USD $)
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9 Months Ended | ||
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Apr. 29, 2011
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May 27, 2011
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Jan. 29, 2010
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Entity Registrant Name | CRACKER BARREL OLD COUNTRY STORE, INC | Â | Â |
Entity Central Index Key | 0001067294 | Â | Â |
Current Fiscal Year End Date | --07-29 | Â | Â |
Entity Well-known Seasoned Issuer | Yes | Â | Â |
Entity Voluntary Filers | No | Â | Â |
Entity Current Reporting Status | Yes | Â | Â |
Entity Filer Category | Large Accelerated Filer | Â | Â |
Entity Public Float | Â | Â | $ 826,981,332 |
Entity Common Stock, Shares Outstanding | Â | 22,975,567 | Â |
Document Fiscal Year Focus | 2011 | Â | Â |
Document Fiscal Period Focus | Q3 | Â | Â |
Document Type | 10-Q | Â | Â |
Amendment Flag | false | Â | Â |
Document Period End Date | Apr. 29, 2011 |
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Comprehensive Income
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Comprehensive Income [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive Income |
Comprehensive income consisted of the following at:
For the quarters ended April 29, 2011 and April 30, 2010, the changes in fair value of the Company's interest rate swaps are net of tax provisions of $1,987 and $738, respectively. For the nine-month periods ended April 29, 2011 and April 30, 2010, the changes in fair value of the Company's interest rate swaps are net of a tax provision of $3,065 and a tax benefit of $1,742, respectively. |
Net Income Per Share and Weighted Average Shares
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Net Income Per Share and Weighted Average Shares [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 common shares 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 common stock were exercised or converted into common stock and is based upon the weighted average number of common and common equivalent shares outstanding during the reporting period. Common equivalent shares related to stock options and nonvested stock and stock awards issued by the Company are calculated using the treasury stock method. The Company's outstanding stock options and nonvested stock and stock awards represent the only dilutive effects on diluted consolidated net income per share. The following table reconciles the components of the diluted earnings per share computations:
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Inventories
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Inventories [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories |
Inventories were comprised of the following at:
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Segment Reporting
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Apr. 29, 2011
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Segment Reporting [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting |
Cracker Barrel units represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product line of a Cracker Barrel unit are shared and are indistinguishable in many respects. Accordingly, the Company manages its business on the basis of one reportable operating segment. All of the Company's operations are located within the United States. Total revenue was comprised of the following at:
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Impairment and Store Dispositions, Net
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Impairment and Store Dispositions, Net [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Impairment and Store Dispositions, Net |
Impairment and store dispositions, net consisted of the following at:
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total expected future cash flows are less than the carrying value of the asset, the carrying value is written down, for an asset to be held and used, to the estimated fair value or, for an asset to be disposed of, to the fair value, net of estimated costs of disposal. Any loss resulting from impairment is recognized by a charge to income. During the quarter ended April 29, 2011, the Company determined that a leased store was impaired resulting in an impairment charge of $2,175. See Note 2 for information related to the determination of the fair value for this leased store. In the prior year, the Company also recognized an impairment charge of $2,263 on a leased store. Each of these leased stores was impaired because of declining operating performance and resulting negative cash flow projections. During the quarter ended April 29, 2011, the Company's gain on disposition of stores included gains resulting from the sale of two closed stores and a condemnation award. The Company received net proceeds of $1,054 from the sale of the closed stores, which resulted in a gain of $485. The condemnation award consisted of net proceeds of $6,576, which resulted in a gain of $3,648. On May 2, 2011, the Company closed the store on which the condemnation award was received. During the nine-month period ended April 29, 2011, the Company incurred store closing charges of $84 related to a store the Company closed in the last week of 2010. |
Seasonality
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Apr. 29, 2011
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Seasonality [Abstract] | Â | ||
Seasonality |
Historically, the net income of the Company has been lower in the first and third quarters and higher in the second and fourth quarters. Management attributes these variations to the Christmas 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 Christmas holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been much higher during the summer months, thereby contributing to higher profits in the Company's fourth quarter. The Company also generally opens additional new locations throughout the year. Therefore, the results of operations for any interim period cannot be considered indicative of the operating results for an entire year. |
Condensed Consolidated Financial Statements
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Condensed Consolidated Financial Statements [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Consolidated Financial Statements |
Cracker Barrel Old Country Store, Inc. (the “Company”) is principally engaged in the operation and development of the Cracker Barrel Old Country StoreÒ (“Cracker Barrel”) restaurant and retail concept. Basis of Presentation The condensed consolidated balance sheets at April 29, 2011 and July 30, 2010 and the related condensed consolidated statements of income and cash flows for the quarters and/or nine-month periods ended April 29, 2011 and April 30, 2010, have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 30, 2010 (the “2010 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as described in the 2010 Form 10-K except for the addition of two accounting policies for share-based compensation and derivative instruments that are discussed below. References in these Notes to Condensed Consolidated Financial Statements to a year are to the Company's fiscal year unless otherwise noted. Share-Based Compensation If a share-based compensation award is modified after the grant date, incremental compensation expense is recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Incremental compensation expense for vested awards is recognized immediately. For unvested awards, the sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original award on the modification date is recognized over the modified service period (See Note 11). Derivative Instruments Companies may elect whether or not to offset related assets and liabilities and report the net amount on their financial statements if the right of setoff exists. Under a master netting agreement, the Company has the legal right to offset the amounts owed to the Company against amounts owed by the Company under a derivative instrument that exists between the Company and a counterparty. The Company reports the fair value of these derivative instruments on a net basis in the condensed consolidated balance sheet. Reclassifications The Company has reclassified certain prior period amounts in its condensed consolidated statement of income in order to conform to the current period presentation in which impairment and store dispositions are not included in store operating income. The Company believes that the current period presentation of store operating income more appropriately reflects the results of its ongoing store operations. These reclassifications had no effect on operating income or net income. The following table presents the effect of these reclassifications on store operating income for the quarter and nine-month period ended April 30, 2010:
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Debt
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Debt [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt |
Long-term debt consisted of the following at:
The Company's credit facilities (the “Credit Facilities”) consist of term loans (aggregate outstanding at April 29, 2011 was $575,000) and a revolving credit facility (the “Revolving Credit Facility”), under which the Company has a borrowing capacity of $165,000 until January 27, 2013. At April 29, 2011, the Company's term loans were swapped at a weighted average interest rate of 7.47% (see Note 5). At April 29, 2011, the Company did not have any outstanding borrowings under the Revolving Credit Facility. At April 29, 2011, the Company had outstanding $29,981 of standby letters of credit, which reduce the Company's availability under the Revolving Credit Facility (see Note 13). At April 29, 2011, the Company had $135,019 available under the Revolving Credit Facility. The Credit Facilities contain customary financial covenants, which are specified in the agreement and include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. At April 29, 2011, the Company was in compliance with all debt covenants. The Credit Facilities also impose restrictions on the amount of dividends the Company is able to pay. If there is no default then existing and there is at least $100,000 then available under the Revolving Credit Facility, the Company may both: (1) pay cash dividends on its common stock if the aggregate amount of dividends paid in any fiscal year is less than 15% of Consolidated EBITDA from continuing operations (as defined in the Credit Facilities) during the immediately preceding fiscal year; and (2) in any event, increase its regular quarterly cash dividend in any quarter by an amount not to exceed the greater of $.01 or 10% of the amount of the dividend paid in the prior fiscal quarter. The note payable consists of a five-year note with a vendor in the original principal amount of $507 and represents the financing of prepaid maintenance for telecommunications equipment. The note payable is payable in monthly installments of principal and interest of $9 through October 16, 2013 and bears interest at 2.88%. |
Derivative Instruments and Hedging Activities
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Derivative Instruments and Hedging Activities [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities |
The Company uses derivative instruments, specifically interest rate swaps, to mitigate its interest rate risk. The Company does not hold or use derivative instruments for trading purposes. The Company also does not have any derivatives not designated as hedging instruments and has not designated any non-derivatives as hedging instruments. The Company has interest rate risk relative to its outstanding borrowings under its Credit Facilities (see Note 4). Loans under the Credit Facilities bear interest, at the Company's election, either at the prime rate or LIBOR plus a percentage point spread based on certain specified financial ratios. The Company's policy has been to manage interest cost using a mix of fixed and variable rate debt (see Note 4). To manage this risk in a cost efficient manner, the Company has entered into two interest rate swaps. On May 4, 2006, the Company entered into an interest rate swap (the “2006 swap”) in which it agreed to exchange with a counterparty, at specified intervals effective August 3, 2006, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The swapped portion of the outstanding debt or notional amount of the interest rate swap over its remaining life is as follows:
The 2006 swap was accounted for as a cash flow hedge. The rate on the portion of the Company's outstanding debt covered by the 2006 swap is fixed at a rate of 5.57% plus the Company's credit spread over the initial 7-year life of the 2006 swap. The Company's weighted average credit spread at April 29, 2011 was 1.90%. On August 10, 2010, the Company entered into a second interest rate swap (the “2010 swap”) in which it agreed to exchange with a counterparty, effective May 3, 2013, the difference between fixed and variable interest amounts calculated by reference to the notional principal amount of $200,000. This interest rate swap also was accounted for as a cash flow hedge. The rate on the portion of the Company's outstanding debt covered by the 2010 swap will be fixed at a rate of 2.73% plus the Company's credit spread over the 2-year life of the 2010 swap. At April 29, 2011 and July 30, 2010, the estimated fair values of the Company's derivative instruments were as follows:
When the Company is engaged in more than one outstanding derivative transaction with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, its credit risk exposure is based on the net exposure under the master netting agreement. If, on a net basis, the Company owes the counterparty, the Company regards its credit exposure to the counterparty as being zero. The estimated fair value of the Company's interest rate swap liability incorporates the Company's own non-performance risk (see Note 2). The adjustment related to non-performance risk at April 29, 2011 and July 30, 2010 resulted in reductions of $1,407 and $3,915, respectively, in the fair values of the interest rate swap liability. The offset to the interest rate swap liability is recorded in accumulated other comprehensive loss (“AOCL”), net of the deferred tax asset, and will be reclassified into earnings over the term of the underlying debt. As of April 29, 2011, the estimated pre-tax portion of AOCL that is expected to be reclassified into earnings over the next twelve months is $28,968. Cash flows related to the interest rate swaps are included in interest expense and in operating activities. The following table summarizes the pre-tax effects of the Company's derivative instruments on AOCL for the nine-month period ended April 29, 2011 and the year ended July 30, 2010:
The following table summarizes the pre-tax effects of the Company's derivative instruments on income for the quarters and nine-month periods ended April 29, 2011 and April 30, 2010:
No ineffectiveness has been recorded in the nine-month periods ended April 29, 2011 and April 30, 2010. |
Commitments and Contingencies
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Commitments and Contingencies [Abstract] | Â | ||
Commitments and Contingencies |
The Company and its subsidiaries are parties to various legal and regulatory proceedings and claims incidental to and arising out of the ordinary course of its business. In the opinion of management, based upon information currently available, the ultimate liability with respect to these proceedings and claims will not materially affect the Company's consolidated results of operations or financial position. The Company is contingently liable pursuant to standby letters of credit as credit guarantees related to insurers. At April 29, 2011, the Company had $29,981 of standby letters of credit related to securing reserved claims under workers' compensation insurance. All standby letters of credit are renewable annually and reduce the Company's availability under its Revolving Credit Facility (see Note 4 for further information on the Company's Revolving Credit Facility). The Company is secondarily liable for lease payments under the terms of an operating lease that has been assigned to a third party. At April 29, 2011, the lease has a remaining life of approximately 2.4 years with annual lease payments of approximately $361 for a total guarantee of $872. The Company's performance is required only if the assignee fails to perform its obligations as lessee. At this time, the Company has no reason to believe that the assignee will not perform, and, therefore, no provision has been made in the accompanying condensed consolidated balance sheet for amounts to be paid in case of non-performance by the assignee. Upon the sale of Logan's Roadhouse, Inc. (“Logan's”) in 2007, the Company reaffirmed its guarantee on the lease payments for two Logan's restaurants. At April 29, 2011, the operating leases have remaining lives of 0.7 and 8.9 years with annual payments of approximately $94 and $108, respectively, for a total guarantee of $1,071. The Company's performance is required only if Logan's fails to perform its obligations as lessee. At this time, the Company has no reason to believe Logan's will not perform, and therefore, no provision has been made in the condensed consolidated balance sheet for amounts to be paid as a result of non-performance by Logan's. 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 so that no liability has been recorded. In connection with the divestiture of Logan's (see Note 15 to the Company's Consolidated Financial Statements included in the 2010 Form 10-K), the Company entered into various agreements to indemnify third parties against certain tax obligations, for any breaches of representations and warranties in the applicable transaction documents and for certain costs and expenses that may arise out of specified real estate matters, including potential relocation and legal costs. The Company believes that the probability of being required to make any indemnification payments to Logan's is remote, and therefore, no provision has been recorded in the condensed balance sheet for potential indemnifications. |
Shareholders' Equity
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Apr. 29, 2011
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Shareholders' Equity [Abstract] | Â | ||
Shareholders' Equity |
During the nine-month period ended April 29, 2011, the Company received proceeds of $20,107 from the exercise of share-based compensation awards and the corresponding issuance of 718,720 shares of its common stock. During the nine-month period ended April 29, 2011, the Company repurchased 500,000 shares of its common stock in the open market at an aggregate cost of $25,644. During the nine-month period ended April 29, 2011, the Company paid dividends of $0.64 per common share. In addition, during the third quarter of 2011, the Company declared a regular dividend of $0.22 per common share that was paid on May 5, 2011 and is recorded in other accrued expenses in the accompanying condensed consolidated balance sheet. On May 26, 2011, the Company's Board of Directors declared a regular dividend of $0.22 per share payable on August 5, 2011 to shareholders of record on July 15, 2011. During the nine-month period ended April 29, 2011, the unrealized loss, net of tax, on the Company's interest rate swaps decreased by $11,905 to $36,944 and is recorded in AOCL (see Notes 2, 5 and 7). During the nine-month period ended April 29, 2011, total share-based compensation expense was $7,335. During the nine-month period ended April 29, 2011, the excess tax benefit realized upon exercise of share-based compensation awards was $2,338. |
Fair Value Measurements
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Fair Value Measurements [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
The Company's assets and liabilities measured at fair value on a recurring basis at April 29, 2011 were as follows:
The Company's assets and liabilities measured at fair value on a recurring basis at July 30, 2010 were as follows:
*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 sheet as other assets. The Company's money market fund investments and deferred compensation plan assets are measured at fair value using quoted market prices. The fair value of the Company's interest rate swap liability is determined based on the present value of expected future cash flows. Since the Company's interest rate swap values are based on the LIBOR forward curve, which is observable at commonly quoted intervals for the full term of the swaps, they are considered a Level 2 input. Nonperformance risk is reflected in determining the fair value of the interest rate swaps by using the Company's credit spread less the risk-free interest rate, both of which are observable at commonly quoted intervals for the term of the swaps. Thus, the adjustment for nonperformance risk is also considered a Level 2 input. The fair values of the Company's accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The fair value of the Company's variable-rate term loans, based on quoted market prices, totaled approximately $575,859 and $566,510 at April 29, 2011 and July 30, 2010, respectively. See Note 4 for additional information on the Company's debt. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis During the quarter ended April 29, 2011, one leased Cracker Barrel store was determined to be impaired. Fair value of the leased store was determined by using a cash flow model. 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. 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 reduced the leased store's carrying value to zero, resulting in an impairment charge of $2,175 (see Note 10). During 2010, one leased store also was determined to be fully impaired using the same methodology and Level 3 inputs as described above (see Note 10). Additionally, during 2010, the Company closed one owned store and recorded an impairment charge of $409 for the amount by which the store's carrying value exceeded its fair value of $270. Fair value was determined based upon market comparables, which are considered Level 2 inputs. This closed store was sold during the quarter ended April 29, 2011. |
Share-Based Compensation
|
9 Months Ended | ||
---|---|---|---|
Apr. 29, 2011
|
|||
Share-Based Compensation Note [Abstract] | Â | ||
Share-Based Compensation |
On September 23, 2010, the Company granted stock options to certain executives that were subject to defeasance in the event that the 2010 Omnibus Incentive Compensation Plan (“2010 Omnibus Plan”) was approved by the shareholders at the Company's Annual Shareholder meeting held on December 1, 2010. Pursuant to the approval of the 2010 Omnibus Plan, the stock options were defeased and replaced with grants of performance-based stock units (“PBSUs”). Subject to the respective executive's continued employment, the PBSUs will vest at the end of the performance period, which consists of the Company's 2011, 2012 and 2013 years. The stock option awards would have vested at a cumulative rate of 33% per year beginning on the first anniversary of the grant date. The number of PBSUs that will ultimately be earned and will, therefore, vest is based on total shareholder return, which is defined as increases in the Company's stock price plus dividends paid during the performance period. The target number of shares that will be earned by and awarded to the seven executives in the event that there is no change in total shareholder return is 62,300. The maximum number of shares that may be awarded to the seven executives is 150% of the target number of shares, or 93,450. The probability of the actual shares expected to be earned is considered in the grant date valuation; therefore, the expense will not be adjusted to reflect the actual units earned. The vesting of the PBSUs is also subject to the achievement of a minimum level of operating income during the performance period. If this performance goal is not met, no PBSUs will be awarded and no compensation expense will be recorded. The fair value of the PBSUs was determined using the Monte-Carlo simulation model, which simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. This model incorporates several key assumptions that are similar to those used to value stock options. Those inputs include expected volatility, risk-free rate of return and expected dividend yield. Additionally, the Monte-Carlo simulation model uses the 60-consecutive calendar days beginning average price from July 1, 2010 to August 31, 2010. The defeasance of the stock options and the replacement grant of the PBSUs were accounted for as a modification and resulted in incremental compensation expense of $1,221. Incremental compensation expense is defined as the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. The sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original stock option award at the modification date will be recorded over the modified service period (See Note 1). During the second quarter of 2011, based on the Company's determination that a performance goal would not be achieved with respect to a portion of one executive's nonvested stock grants, the Company reversed approximately $314 of share-based compensation expense. The Company did not have any similar reversals in the prior year. Share-based compensation expense is recorded in general and administrative expenses. For the quarter and nine-month period ended April 29, 2011, share-based compensation expense totaled $482 and $1,669, respectively, for stock options and $1,626 and $4,997 respectively, for nonvested stock. For the quarter and nine-month period ended April 29, 2011, share-based compensation expense for PBSUs totaled $308 and $669, respectively. For the quarter and nine-month period ended April 30, 2010, share-based compensation expense totaled $727 and $2,438, respectively, for stock options and $3,536 and $7,650, respectively, for nonvested stock. |
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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (USD $)
In Thousands |
9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Apr. 29, 2011
|
Jul. 30, 2010
|
||||
Current assets: | Â | Â | |||
Cash and cash equivalents | $ 62,486 | $ 47,700 | [1] | ||
Accounts receivable | 11,917 | 13,530 | [1] | ||
Inventories | 131,995 | 144,079 | [1] | ||
Prepaid expenses and other current assets | 10,782 | 8,609 | [1] | ||
Deferred income taxes | 17,448 | 22,341 | [1] | ||
Total current assets | 234,628 | 236,259 | [1] | ||
Property and equipment | 1,662,843 | 1,621,545 | [1] | ||
Less: Accumulated depreciation and amortization of capital leases | 653,345 | 617,442 | [1] | ||
Property and equipment - net | 1,009,498 | 1,004,103 | [1] | ||
Other assets | 55,409 | 51,705 | [1] | ||
Total assets | 1,299,535 | 1,292,067 | [1] | ||
Current liabilities: | Â | Â | |||
Accounts payable | 82,254 | 116,218 | [1] | ||
Current maturities of long-term debt and other long-term obligations | 6,766 | 6,765 | [1] | ||
Income taxes payable | 2,550 | 7,624 | [1] | ||
Deferred revenue | 35,301 | 27,544 | [1] | ||
Accrued interest expense | 10,274 | 10,535 | [1] | ||
Other accrued expenses | 123,211 | 140,862 | [1] | ||
Total current liabilities | 260,356 | 309,548 | [1] | ||
Long-term debt | 568,525 | 573,744 | [1] | ||
Interest rate swap liability | 51,311 | 66,281 | [1] | ||
Other long-term obligations | 103,570 | 93,822 | [1] | ||
Deferred income taxes | 55,878 | 57,055 | [1] | ||
Commitments and contingencies (Note 13) | |||||
Shareholders' equity: | Â | Â | |||
Preferred stock - 100,000,000 shares of $.01 par value authorized; no shares issued | 0 | 0 | [1] | ||
Common stock - 400,000,000 shares of $.01 par value authorized; 22,951,501 shares issued and outstanding at April 29, 2011, and 22,732,781 shares issued and outstanding at July 30, 2010 | 230 | 228 | [1] | ||
Additional paid-in capital | 10,334 | 6,200 | [1] | ||
Accumulated other comprehensive loss | (36,944) | (48,849) | [1] | ||
Retained earnings | 286,275 | 234,038 | [1] | ||
Total shareholders' equity | 259,895 | 191,617 | [1] | ||
Total liabilities and shareholders' equity | $ 1,299,535 | $ 1,292,067 | [1] | ||
|