☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Tennessee
|
62‑0812904
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
305 Hartmann Drive
Lebanon, Tennessee
|
37087-4779
|
|
(Address of principal executive offices)
|
(Zip code)
|
Large accelerated filer ☑
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
PART I. FINANCIAL INFORMATION
|
Page
|
|
ITEM 1. Condensed Consolidated Financial
Statements (Unaudited)
|
||
3
|
||
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
16
|
||
24
|
||
24
|
||
PART II. OTHER INFORMATION
|
||
24
|
||
25
|
||
26
|
ITEM 1.
|
Financial Statements
|
ASSETS
|
November 2,
2018
|
August 3,
2018*
|
||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
101,631
|
$
|
114,656
|
||||
Accounts receivable
|
21,545
|
19,496
|
||||||
Inventories
|
181,569
|
156,253
|
||||||
Prepaid expenses and other current assets
|
20,989
|
16,347
|
||||||
Total current assets
|
325,734
|
306,752
|
||||||
Property and equipment
|
2,241,679
|
2,212,601
|
||||||
Less: Accumulated depreciation and amortization of capital leases
|
1,083,700
|
1,063,466
|
||||||
Property and equipment – net
|
1,157,979
|
1,149,135
|
||||||
Other assets
|
75,884
|
71,468
|
||||||
Total assets
|
$
|
1,559,597
|
$
|
1,527,355
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
131,156
|
$
|
122,332
|
||||
Income taxes payable
|
9,891
|
764
|
||||||
Accrued interest expense
|
1,358
|
49
|
||||||
Other current liabilities
|
233,899
|
241,474
|
||||||
Total current liabilities
|
376,304
|
364,619
|
||||||
Long-term debt
|
400,000
|
400,000
|
||||||
Other long-term obligations
|
130,756
|
128,794
|
||||||
Deferred income taxes
|
52,359
|
52,161
|
||||||
Commitments and Contingencies (Note 12)
|
||||||||
Shareholders’ Equity:
|
||||||||
Preferred stock – 100,000,000 shares of $.01 par value authorized; 300,000 shares designated as Series A
Junior Participating Preferred Stock; no shares issued
|
--
|
--
|
||||||
Common stock – 400,000,000 shares of $.01 par value authorized; 24,034,375 shares issued and outstanding at
November 2, 2018, and 24,011,550 shares issued and outstanding at August 3, 2018
|
240
|
240
|
||||||
Additional paid-in capital
|
44,122
|
44,049
|
||||||
Accumulated other comprehensive income
|
5,978
|
4,685
|
||||||
Retained earnings
|
549,838
|
532,807
|
||||||
Total shareholders’ equity
|
600,178
|
581,781
|
||||||
Total liabilities and shareholders’ equity
|
$
|
1,559,597
|
$
|
1,527,355
|
Quarter Ended
|
||||||||
November 2,
2018 |
October 27,
2017 |
|||||||
Total revenue
|
$
|
733,543
|
$
|
710,368
|
||||
Cost of goods sold (exclusive of depreciation and rent)
|
222,293
|
210,749
|
||||||
Labor and other related expenses
|
258,159
|
248,068
|
||||||
Other store operating expenses
|
152,478
|
143,820
|
||||||
Store operating income
|
100,613
|
107,731
|
||||||
General and administrative expenses
|
38,935
|
36,893
|
||||||
Operating income
|
61,678
|
70,838
|
||||||
Interest expense
|
4,349
|
3,618
|
||||||
Income before income taxes
|
57,329
|
67,220
|
||||||
Provision for income taxes
|
10,122
|
20,840
|
||||||
Net income
|
$
|
47,207
|
$
|
46,380
|
||||
Net income per share:
|
||||||||
Basic
|
$
|
1.97
|
$
|
1.93
|
||||
Diluted
|
$
|
1.96
|
$
|
1.92
|
||||
Weighted average shares:
|
||||||||
Basic
|
24,022,586
|
24,035,202
|
||||||
Diluted
|
24,073,722
|
24,105,187
|
||||||
Dividends declared per share
|
$
|
1.25
|
$
|
1.20
|
||||
Dividends paid per share
|
$
|
1.25
|
$
|
1.20
|
Quarter Ended
|
||||||||
November 2,
2018 |
October 27,
2017 |
|||||||
Net income
|
$
|
47,207
|
$
|
46,380
|
||||
Other comprehensive income before income tax expense:
|
||||||||
Change in fair value of interest rate swaps
|
1,699
|
3,055
|
||||||
Income tax expense
|
406
|
1,168
|
||||||
Other comprehensive income, net of tax
|
1,293
|
1,887
|
||||||
Comprehensive income
|
$
|
48,500
|
$
|
48,267
|
Common Stock
|
Additional
Paid-In
|
Accumulated
Other
Comprehensive
|
Retained
|
Total
Shareholders’
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Income
|
Earnings
|
Equity
|
|||||||||||||||||||
Balances at August 3, 2018
|
24,011,550
|
$
|
240
|
$
|
44,049
|
$
|
4,685
|
$
|
532,807
|
$
|
581,781
|
|||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||
Net income
|
--
|
--
|
--
|
--
|
47,207
|
47,207
|
||||||||||||||||||
Other comprehensive income, net of tax
|
--
|
--
|
--
|
1,293
|
--
|
1,293
|
||||||||||||||||||
Total comprehensive income
|
--
|
--
|
--
|
1,293
|
47,207
|
48,500
|
||||||||||||||||||
Cash dividends declared - $1.25 per share
|
--
|
--
|
--
|
--
|
(30,176
|
)
|
(30,176
|
)
|
||||||||||||||||
Share-based compensation
|
--
|
--
|
2,089
|
--
|
--
|
2,089
|
||||||||||||||||||
Issuance of share-based compensation awards, net of shares withheld for employee taxes
|
22,825
|
--
|
(2,016
|
)
|
--
|
--
|
(2,016
|
)
|
||||||||||||||||
Balances at November 2, 2018
|
24,034,375
|
$
|
240
|
$
|
44,122
|
$
|
5,978
|
$
|
549,838
|
$
|
600,178
|
Three Months Ended
|
||||||||
November 2,
2018 |
October 27,
2017 |
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
47,207
|
$
|
46,380
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
24,838
|
21,631
|
||||||
Loss on disposition of property and equipment
|
3,056
|
1,204
|
||||||
Share-based compensation
|
2,089
|
2,035
|
||||||
Changes in assets and liabilities:
|
||||||||
Inventories
|
(25,316
|
)
|
(35,114
|
)
|
||||
Other current assets
|
(6,691
|
)
|
871
|
|||||
Accounts payable
|
8,824
|
11,732
|
||||||
Other current liabilities
|
3,633
|
(10,169
|
)
|
|||||
Other long-term assets and liabilities
|
1,987
|
(293
|
)
|
|||||
Net cash provided by operating activities
|
59,627
|
38,277
|
||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(37,070
|
)
|
(30,613
|
)
|
||||
Proceeds from insurance recoveries of property and equipment
|
324
|
86
|
||||||
Proceeds from sale of property and equipment
|
80
|
110
|
||||||
Net cash used in investing activities
|
(36,666
|
)
|
(30,417
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Proceeds from issuance of long-term debt
|
400,000
|
--
|
||||||
(Taxes withheld) and proceeds from issuance of share-based compensation awards, net
|
(2,016
|
)
|
(3,383
|
)
|
||||
Principal payments under long-term debt
|
(400,000
|
)
|
--
|
|||||
Purchases and retirement of common stock
|
--
|
(14,772
|
)
|
|||||
Deferred financing costs
|
(3,022
|
)
|
--
|
|||||
Dividends on common stock
|
(30,948
|
)
|
(30,513
|
)
|
||||
Net cash used in financing activities
|
(35,986
|
)
|
(48,668
|
)
|
||||
Net decrease in cash and cash equivalents
|
(13,025
|
)
|
(40,808
|
)
|
||||
Cash and cash equivalents, beginning of period
|
114,656
|
161,001
|
||||||
Cash and cash equivalents, end of period
|
$
|
101,631
|
$
|
120,193
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest, net of amounts capitalized
|
$
|
2,570
|
$
|
3,340
|
||||
Income taxes
|
$
|
219
|
$
|
194
|
||||
Supplemental schedule of non-cash investing and financing activities:
|
||||||||
Capital expenditures accrued in accounts payable
|
$
|
10,075
|
$
|
6,356
|
||||
Change in fair value of interest rate swaps
|
$
|
1,699
|
$
|
3,055
|
||||
Change in deferred tax asset for interest rate swaps
|
$
|
(406
|
)
|
$
|
(1,168
|
)
|
||
Dividends declared but not yet paid
|
$
|
31,010
|
$
|
29,735
|
1. |
Condensed Consolidated Financial Statements
|
2. |
Fair Value Measurements
|
Level 1
|
Level 2
|
Level 3
|
Total Fair Value
|
|||||||||||||
Cash equivalents*
|
$
|
25,446
|
$
|
--
|
$
|
--
|
$
|
25,446
|
||||||||
Interest rate swap asset (see Note 5)
|
--
|
6,682
|
--
|
6,682
|
||||||||||||
Total
|
$
|
25,446
|
$
|
6,682
|
$
|
--
|
$
|
32,128
|
||||||||
Deferred compensation plan assets**
|
34,108
|
|||||||||||||||
Total assets at fair value
|
$
|
66,236
|
Level 1
|
Level 2
|
Level 3
|
Total Fair Value
|
|||||||||||||
Cash equivalents*
|
$
|
38,446
|
$
|
--
|
$
|
--
|
$
|
38,446
|
||||||||
Interest rate swap asset (see Note 5)
|
--
|
6,255
|
--
|
6,255
|
||||||||||||
Total
|
$
|
38,446
|
$
|
6,255
|
$
|
--
|
$
|
44,701
|
||||||||
Deferred compensation plan assets**
|
32,669
|
|||||||||||||||
Total assets at fair value
|
$
|
77,370
|
3. |
Inventories
|
November 2, 2018
|
August 3, 2018
|
|||||||
Retail
|
$
|
135,855
|
$
|
117,606
|
||||
Restaurant
|
26,935
|
20,659
|
||||||
Supplies
|
18,779
|
17,988
|
||||||
Total
|
$
|
181,569
|
$
|
156,253
|
4. |
Debt
|
5. |
Derivative Instruments and Hedging Activities
|
Trade Date
|
Effective Date
|
Term
(in Years)
|
Notional Amount
|
Fixed
Rate
|
||||||||
June 18, 2014
|
May 3, 2015
|
4
|
$
|
160,000
|
2.51
|
%
|
||||||
June 24, 2014
|
May 3, 2015
|
4
|
120,000
|
2.51
|
%
|
|||||||
July 1, 2014
|
May 5, 2015
|
4
|
120,000
|
2.43
|
%
|
|||||||
January 30, 2015
|
May 3, 2019
|
2
|
60,000
|
2.16
|
%
|
|||||||
January 30, 2015
|
May 4, 2021
|
3
|
120,000
|
2.41
|
%
|
|||||||
January 30, 2015
|
May 3, 2019
|
2
|
60,000
|
2.15
|
%
|
|||||||
January 30, 2015
|
May 4, 2021
|
3
|
80,000
|
2.40
|
%
|
(See Note 2)
|
Balance Sheet Location
|
November 2, 2018
|
August 3, 2018
|
||||||
Interest rate swaps
|
Prepaid expenses and other current assets
|
$
|
437
|
$
|
169
|
||||
Interest rate swaps
|
Other assets
|
6,245
|
6,086
|
||||||
Total assets
|
$
|
6,682
|
$
|
6,255
|
Amount of Income Recognized in AOCI on
Derivatives (Effective Portion)
|
||||||||
Three Months Ended
November 2, 2018
|
Year Ended
August 3, 2018
|
|||||||
Cash flow hedges:
|
||||||||
Interest rate swaps
|
$
|
1,699
|
$
|
13,103
|
Changes in AOCI
|
||||
AOCI balance at August 3, 2018
|
$
|
4,685
|
||
Other comprehensive income before reclassifications
|
1,293
|
|||
Amounts reclassified from AOCI
|
--
|
|||
Other comprehensive income, net of tax
|
1,293
|
|||
AOCI balance at November 2, 2018
|
$
|
5,978
|
|
Location of Loss Reclassified
from AOCI into Income
(Effective Portion)
|
Amount of Loss Reclassified
from AOCI into Income
(Effective Portion)
|
|||||||
Quarter Ended
|
|||||||||
November 2,
2018
|
October 27,
2017
|
||||||||
Cash flow hedges:
|
|||||||||
Interest rate swaps
|
Interest expense
|
$
|
--
|
$
|
1,064
|
6. |
Seasonality
|
7. |
Segment Information
|
8. |
Revenue Recognition
|
Quarter Ended
|
||||||||
November 2,
2018
|
October 27,
2017
|
|||||||
Revenue:
|
||||||||
Restaurant
|
$
|
590,978
|
$
|
578,237
|
||||
Retail
|
142,565
|
132,131
|
||||||
Total revenue
|
$
|
733,543
|
$
|
710,368
|
9. |
Share-Based Compensation
|
Quarter Ended
|
||||||||
November 2,
2018
|
October 27,
2017
|
|||||||
Nonvested stock awards and units
|
$
|
2,089
|
$
|
1,792
|
||||
Performance-based market stock units (“MSU Grants”)
|
--
|
243
|
||||||
$
|
2,089
|
$
|
2,035
|
10. |
Income Taxes
|
11. |
Net Income Per Share and Weighted Average Shares
|
Quarter Ended
|
||||||||
November 2,
2018
|
October 27,
2017
|
|||||||
Net income per share numerator
|
$
|
47,207
|
$
|
46,380
|
||||
Net income per share denominator:
|
||||||||
Weighted average shares
|
24,022,586
|
24,035,202
|
||||||
Add potential dilution:
|
||||||||
Nonvested stock awards and units, MSU Grants and stock options
|
51,136
|
69,985
|
||||||
Diluted weighted average shares
|
24,073,722
|
24,105,187
|
12. |
Commitments and Contingencies
|
· |
Enhancing the core business through a heightened focus on the guest experience, food and value, and the continued expansion of our off-premise business;
|
· |
Expanding the footprint in new and developing markets while replenishing our store opening pipeline. We anticipate opening eight Cracker Barrel stores during 2019, of
which three opened in the first three months of 2019; and
|
· |
Extending the brand by optimizing long-term drivers, such as Holler & Dash Biscuit HouseTM, to further drive shareholder value.
|
Quarter Ended
|
||||||||
November 2,
2018 |
October 27,
2017 |
|||||||
Total revenue
|
100.0
|
%
|
100.0
|
%
|
||||
Cost of goods sold (exclusive of depreciation and rent)
|
30.3
|
29.7
|
||||||
Labor and other related expenses
|
35.2
|
34.9
|
||||||
Other store operating expenses
|
20.8
|
20.2
|
||||||
Store operating income
|
13.7
|
15.2
|
||||||
General and administrative expenses
|
5.3
|
5.2
|
||||||
Operating income
|
8.4
|
10.0
|
||||||
Interest expense
|
0.6
|
0.5
|
||||||
Income before income taxes
|
7.8
|
9.5
|
||||||
Provision for income taxes
|
1.4
|
3.0
|
||||||
Net income
|
6.4
|
%
|
6.5
|
%
|
Quarter Ended
|
||||||||
November 2,
2018 |
October 27,
2017 |
|||||||
Open at beginning of period
|
660
|
649
|
||||||
Opened during period
|
3
|
2
|
||||||
Open at end of period
|
663
|
651
|
Quarter Ended
|
||||||||
November 2,
2018
|
October 27,
2017
|
|||||||
Revenue in dollars:
|
||||||||
Restaurant
|
$
|
590,978
|
$
|
578,237
|
||||
Retail
|
142,565
|
132,131
|
||||||
Total revenue
|
$
|
733,543
|
$
|
710,368
|
||||
Total revenue by percentage relationships:
|
||||||||
Restaurant
|
80.6
|
%
|
81.4
|
%
|
||||
Retail
|
19.4
|
%
|
18.6
|
%
|
||||
Average unit volumes(1):
|
||||||||
Restaurant
|
$
|
893.5
|
$
|
889.5
|
||||
Retail
|
215.5
|
203.2
|
||||||
Total revenue
|
$
|
1,109.0
|
$
|
1,092.7
|
||||
Comparable store sales increase (decrease):
|
||||||||
Restaurant
|
1.4
|
%
|
0.2
|
%
|
||||
Retail
|
4.3
|
%
|
(3.6
|
%)
|
||||
Restaurant and retail
|
2.0
|
%
|
(0.6
|
%)
|
Quarter Ended
|
||||||||
November 2,
2018
|
October 27,
2017
|
|||||||
Cost of Goods Sold in dollars:
|
||||||||
Restaurant
|
$
|
149,188
|
$
|
143,850
|
||||
Retail
|
73,105
|
66,899
|
||||||
Total Cost of Goods Sold
|
$
|
222,293
|
$
|
210,749
|
||||
Cost of Goods Sold by percentage of revenue:
|
||||||||
Restaurant
|
25.2
|
%
|
24.9
|
%
|
||||
Retail
|
51.3
|
%
|
50.6
|
%
|
First Quarter
Increase (Decrease) as a
Percentage of Retail Revenue
|
||||
Lower initial margin
|
0.7
|
%
|
||
Markdowns
|
0.1
|
%
|
||
Inventory shrinkage
|
0.1
|
%
|
||
Provision for obsolete inventory
|
(0.3
|
%)
|
First Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Store hourly labor
|
0.1
|
%
|
||
Preopening labor
|
0.1
|
%
|
||
Store bonus expense
|
0.1
|
%
|
||
Employee health care expenses
|
(0.1
|
%)
|
First Quarter
Increase (Decrease) as a
Percentage of Total Revenue
|
||||
Depreciation expense
|
0.3
|
%
|
||
Loss on disposition of property and equipment
|
0.2
|
%
|
||
Advertising expense
|
0.1
|
%
|
||
Maintenance expense
|
(0.2
|
%)
|
· |
management believes are most important to the accurate portrayal of both our financial condition and operating results, and
|
· |
require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently
uncertain.
|
· |
Impairment of Long-Lived Assets
|
· |
Insurance Reserves
|
· |
Retail Inventory Valuation
|
Amended and Restated Charter of Cracker Barrel Old Country Store, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed under the Exchange Act on April 10, 2012 (Commission File No. 001-25225)
|
|
Amended and Restated Bylaws of Cracker Barrel Old Country Store, Inc.
(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed under the Exchange Act on February 24, 2012 (Commission File No. 001-25225)
|
|
Credit Agreement, dated as of September 5, 2018, among Cracker Barrel Old Country
Store, Inc., the subsidiary guarantors named therein, the several banks and other financial institutions and lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference
to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 10, 2018)
|
|
Cracker Barrel Old Country Store, Inc. and Subsidiaries FY 2019 Annual Bonus Plan†
(incorporated by reference to Exhibit 10(x) to the Company’s Annual Report on Form 10-K filed on September 28, 2018)
|
|
Cracker Barrel Old Country Store, Inc. and Subsidiaries FY 2019 Long-Term
Incentive Program† (incorporated by reference to Exhibit 10(y) to the Company’s Annual Report on Form 10-K filed on September 28, 2018)
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
101.INS
|
XBRL Instance Document (filed herewith)
|
101.SCH
|
XBRL Taxonomy Extension Schema (filed herewith)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase (filed herewith)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase (filed herewith)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase (filed herewith)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase (filed herewith)
|
CRACKER BARREL OLD COUNTRY STORE, INC.
|
||
Date: November 30, 2018
|
By:
|
/s/Jill M. Golder
|
Jill M. Golder, Senior Vice President and Chief Financial Officer
|
||
Date: November 30, 2018
|
By:
|
/s/Jeffrey M. Wilson
|
Jeffrey M. Wilson, Vice President, Corporate Controller and Principal Accounting Officer
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
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;
|
3. |
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;
|
4. |
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:
|
(a) |
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;
|
(b) |
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;
|
(c) |
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
|
(d) |
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
|
5. |
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):
|
(a) |
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
|
(b) |
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.
|
Date: November 30, 2018
|
|
/s/Sandra B. Cochran
|
|
Sandra B. Cochran, President and
|
|
Chief Executive Officer
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of Cracker Barrel Old Country Store, Inc.;
|
2. |
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;
|
3. |
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;
|
4. |
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:
|
(a) |
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;
|
(b) |
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;
|
(c) |
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
|
(d) |
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
|
5. |
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):
|
(a) |
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
|
(b) |
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.
|
Date: November 30, 2018
|
|
/s/Jill M. Golder
|
|
Jill M. Golder, Senior Vice President
|
|
and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
Date: November 30, 2018
|
By:
|
/s/Sandra B. Cochran
|
Sandra B. Cochran
|
||
President and Chief Executive Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.
|
Date: November 30, 2018
|
By:
|
/s/Jill M. Golder
|
Jill M. Golder,
|
||
Senior Vice President and Chief Financial Officer
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Nov. 19, 2018 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CRACKER BARREL OLD COUNTRY STORE, INC | |
Entity Central Index Key | 0001067294 | |
Current Fiscal Year End Date | --08-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 24,034,375 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 02, 2018 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Nov. 02, 2018 |
Aug. 03, 2018 |
---|---|---|
Shareholders' Equity: | ||
Preferred stock, shares 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) | 24,034,375 | 24,011,550 |
Common stock, shares outstanding (in shares) | 24,034,375 | 24,011,550 |
Series A Junior Participating Preferred Stock [Member] | ||
Shareholders' Equity: | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) [Abstract] | ||
Total revenue | $ 733,543 | $ 710,368 |
Cost of goods sold (exclusive of depreciation and rent) | 222,293 | 210,749 |
Labor and other related expenses | 258,159 | 248,068 |
Other store operating expenses | 152,478 | 143,820 |
Store operating income | 100,613 | 107,731 |
General and administrative expenses | 38,935 | 36,893 |
Operating income | 61,678 | 70,838 |
Interest expense | 4,349 | 3,618 |
Income before income taxes | 57,329 | 67,220 |
Provision for income taxes | 10,122 | 20,840 |
Net income | $ 47,207 | $ 46,380 |
Net income per share: | ||
Basic (in dollars per share) | $ 1.97 | $ 1.93 |
Diluted (in dollars per share) | $ 1.96 | $ 1.92 |
Weighted average shares: | ||
Basic (in shares) | 24,022,586 | 24,035,202 |
Diluted (in shares) | 24,073,722 | 24,105,187 |
Dividends declared per share (in dollars per share) | $ 1.25 | $ 1.20 |
Dividends paid per share (in dollars per share) | $ 1.25 | $ 1.20 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) [Abstract] | ||
Net income | $ 47,207 | $ 46,380 |
Other comprehensive income before income tax expense: | ||
Change in fair value of interest rate swaps | 1,699 | 3,055 |
Income tax expense | 406 | 1,168 |
Other comprehensive income, net of tax | 1,293 | 1,887 |
Comprehensive income | $ 48,500 | $ 48,267 |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Nov. 02, 2018 - USD ($) $ in Thousands |
Common Stock [Member] |
Additional Paid-In Capital [Member] |
Accumulated Other Comprehensive Income [Member] |
Retained Earnings [Member] |
Total |
|||
---|---|---|---|---|---|---|---|---|
Balance at Aug. 03, 2018 | $ 240 | $ 44,049 | $ 4,685 | $ 532,807 | $ 581,781 | [1] | ||
Balance (in shares) at Aug. 03, 2018 | 24,011,550 | 24,011,550 | ||||||
Comprehensive Income: | ||||||||
Net income | $ 0 | 0 | 0 | 47,207 | $ 47,207 | |||
Other comprehensive income, net of tax | 0 | 0 | 1,293 | 0 | 1,293 | |||
Comprehensive income | 0 | 0 | 1,293 | 47,207 | 48,500 | |||
Cash dividends declared - $1.25 per share | 0 | 0 | 0 | (30,176) | (30,176) | |||
Share-based compensation | 0 | 2,089 | 0 | 0 | 2,089 | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes | $ 0 | (2,016) | 0 | 0 | (2,016) | |||
Issuance of share-based compensation awards, net of shares withheld for employee taxes (in shares) | 22,825 | |||||||
Balance at Nov. 02, 2018 | $ 240 | $ 44,122 | $ 5,978 | $ 549,838 | $ 600,178 | |||
Balance (in shares) at Nov. 02, 2018 | 24,034,375 | 24,034,375 | ||||||
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY [Abstract] | ||
Cash dividends declared (in dollars per share) | $ 1.25 | $ 1.20 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | ||||
---|---|---|---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
||||
Cash flows from operating activities: | |||||
Net income | $ 47,207 | $ 46,380 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 24,838 | 21,631 | |||
Loss on disposition of property and equipment | 3,056 | 1,204 | |||
Share-based compensation | 2,089 | 2,035 | |||
Changes in assets and liabilities: | |||||
Inventories | (25,316) | (35,114) | |||
Other current assets | (6,691) | 871 | |||
Accounts payable | 8,824 | 11,732 | |||
Other current liabilities | 3,633 | (10,169) | |||
Other long-term assets and liabilities | 1,987 | (293) | |||
Net cash provided by operating activities | 59,627 | 38,277 | |||
Cash flows from investing activities: | |||||
Purchase of property and equipment | (37,070) | (30,613) | |||
Proceeds from insurance recoveries of property and equipment | 324 | 86 | |||
Proceeds from sale of property and equipment | 80 | 110 | |||
Net cash used in investing activities | (36,666) | (30,417) | |||
Cash flows from financing activities: | |||||
Proceeds from issuance of long-term debt | 400,000 | 0 | |||
(Taxes withheld) and proceeds from issuance of share-based compensation awards, net | (2,016) | (3,383) | |||
Principal payments under long-term debt | (400,000) | 0 | |||
Purchases and retirement of common stock | 0 | (14,772) | |||
Deferred financing costs | (3,022) | 0 | |||
Dividends on common stock | (30,948) | (30,513) | |||
Net cash used in financing activities | (35,986) | (48,668) | |||
Net decrease in cash and cash equivalents | (13,025) | (40,808) | |||
Cash and cash equivalents, beginning of period | 114,656 | [1] | 161,001 | ||
Cash and cash equivalents, end of period | 101,631 | 120,193 | |||
Cash paid during the period for: | |||||
Interest, net of amounts capitalized | 2,570 | 3,340 | |||
Income taxes | 219 | 194 | |||
Supplemental schedule of non-cash investing and financing activities: | |||||
Capital expenditures accrued in accounts payable | 10,075 | 6,356 | |||
Change in fair value of interest rate swaps | 1,699 | 3,055 | |||
Change in deferred tax asset for interest rate swaps | (406) | (1,168) | |||
Dividends declared but not yet paid | $ 31,010 | $ 29,735 | |||
|
Condensed Consolidated Financial Statements |
3 Months Ended | ||
---|---|---|---|
Nov. 02, 2018 | |||
Condensed Consolidated Financial Statements [Abstract] | |||
Condensed Consolidated Financial Statements |
Cracker Barrel Old Country Store, Inc. and its affiliates (collectively, in these Notes to Condensed Consolidated Financial Statements, the “Company”) are principally engaged in the operation and development in the United States of the Cracker Barrel Old Country Store® (“Cracker Barrel”) concept. The condensed consolidated balance sheets at November 2, 2018 and August 3, 2018, the related condensed consolidated statement of changes in shareholders’ equity at November 2, 2018 and the related condensed consolidated statements of income, comprehensive income and cash flows for the quarters ended November 2, 2018 and October 27, 2017, respectively, have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) without audit. In the opinion of management, all adjustments (consisting of normal and recurring items) necessary for a fair presentation of such condensed consolidated financial statements have been made. The results of operations for any interim period are not necessarily indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended August 3, 2018 (the “2018 Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as described in the 2018 Form 10-K except for the expanded accounting policy disclosure for revenue recognition discussed in Note 8. References to a year in these Notes to Condensed Consolidated Financial Statements are to the Company’s fiscal year unless otherwise noted. Recent Accounting Pronouncements Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which clarifies the principles for recognizing revenue and provides a comprehensive model for revenue recognition. Revenue recognition should depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This accounting guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this accounting guidance using the modified retrospective transition method. The adoption of this accounting guidance in the first quarter of 2019 did not have a material effect on the Company’s consolidated financial position or results of operations, and the Company did not record a cumulative catch-up adjustment to the opening balance of retained earnings. See Note 8 for further discussion on revenue recognition accounting policies and related disclosures. Recognition of Breakage for Certain Prepaid Stored-Value Products In March 2016, in order to address diversity in practice related to the derecognition of a prepaid stored-value product liability, the FASB issued accounting guidance requiring breakage for prepaid stored-value product liabilities to be accounted for consistent with the breakage guidance in the revenue recognition standard (see “Revenue Recognition” above). This accounting guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This accounting guidance may be applied either on a modified retrospective basis or on a retrospective basis. The Company adopted this accounting guidance using the modified retrospective transition method. The adoption of this accounting guidance in the first quarter of 2019 did not have a significant impact on the Company’s consolidated financial position or results of operations, and the Company did not record a cumulative catch-up adjustment to the opening balance of retained earnings. Modification of Share-Based Payment Awards In May 2017, the FASB issued accounting guidance to provide clarity, reduce the diversity in practice and to simplify the accounting guidance related to a change to the terms or conditions of a share-based payment award. This new standard provides guidance for evaluating which changes to the terms or conditions of a share-based payment award are substantive and require modification accounting to be applied. This accounting guidance is effective for fiscal periods beginning after December 15, 2017, and interim periods within those fiscal years on a prospective basis. The adoption of this accounting guidance in the first quarter of 2019 did not have a significant impact on the Company’s consolidated financial position or results of operations. Recent Accounting Pronouncements Not Yet Adopted Leases In February 2016, the FASB issued accounting guidance which requires the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years on a modified retrospective basis. Early adoption is permitted. The Company is in the process of implementing software to assist in the quantification of the impact of the Company’s consolidated financial position and results of operations related to the adoption of this accounting guidance in the first quarter of 2020. Accounting for Hedging Activities In August 2017, the FASB issued accounting guidance which amends the recognition, presentation and disclosure requirements of hedge accounting in order to better portray the economics of entities’ risk management activities, increase transparency and understandability of hedging relationships and simplify the application of hedge accounting. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted. The recognition requirements for cash flow and net investment hedges existing at the date of adoption will be applied using a cumulative-effect adjustment to retained earnings. The amended presentation and disclosure requirements will be applied on a prospective basis. The Company is currently evaluating the impact of adopting this accounting guidance in the first quarter of 2020. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income On December 22, 2017, the U.S. government enacted P.L. 115-97, the Tax Cuts and Jobs Act (the “Tax Act”). In February 2018, the FASB issued accounting guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulted from the Tax Act. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. If elected, this accounting guidance should be applied either in the period of adoption or retrospectively to each period in which the change in the U.S. federal corporate rate in the Tax Act is recognized. Early application is permitted. The Company is currently evaluating the impact of adopting this accounting guidance in the first quarter of 2020. Share-Based Payment Arrangements With Nonemployees In June 2018, the FASB issued accounting guidance in order to simplify accounting for share-based payments granted to nonemployees for goods and services. This new guidance aligns most of the accounting requirements for share-based payments granted to nonemployees with the existing guidance for share-based payments granted to employees. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, using a modified retrospective transition approach. Early adoption is permitted. The Company does not expect that the adoption of this accounting guidance in the first quarter of 2020 will have a significant impact on the Company’s consolidated financial position or results of operations. |
Fair Value Measurements |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Nov. 02, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements |
The Company’s assets measured at fair value on a recurring basis at November 2, 2018 were as follows:
The Company’s assets measured at fair value on a recurring basis at August 3, 2018 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 Sheets as other assets. The Company’s money market fund investments are measured at fair value using quoted market prices. The fair values of the Company’s interest rate swap assets are determined based on the present value of expected future cash flows. Since the values of the Company’s interest rate swaps are based on the LIBOR forward curve, which is observable at commonly quoted intervals for the full terms of the swaps, it is considered a Level 2 input. Non-performance 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 terms of the swaps. Thus, the adjustment for non-performance risk is also considered a Level 2 input. The Company’s deferred compensation plan assets are measured based on net asset value per share as a practical expedient to estimate fair value. The fair values of the Company’s accounts receivable and accounts payable approximate their carrying amounts because of their short duration. The fair value of the Company’s variable rate debt, based on quoted market prices, which are considered Level 1 inputs, approximates its carrying amount at November 2, 2018 and August 3, 2018. |
Inventories |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
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Nov. 02, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||
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Inventories |
Inventories were comprised of the following at:
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Debt |
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Nov. 02, 2018 | |||
Debt [Abstract] | |||
Debt |
On September 5, 2018, the Company entered into a five-year $950,000 revolving credit facility (“2019 Revolving Credit Facility”). The 2019 Revolving Credit Facility also contains an option to increase the revolving credit facility by $300,000. The 2019 Revolving Credit Facility replaced the Company’s $750,000 revolving credit facility (“Prior Credit Facility”). Loan acquisition costs associated with the 2019 Revolving Credit Facility were capitalized in the amount of $3,022 and will be amortized over the five-year term of the 2019 Revolving Credit Facility. Loan acquisition costs of $166 associated with the Prior Credit Facility were written off in the first quarter of 2019 and are recorded in interest expense in the Condensed Consolidated Statement of Income. At both November 2, 2018 and August 3, 2018, the Company had $400,000 of outstanding borrowings under its credit facility. At November 2, 2018, the Company had $8,955 of standby letters of credit, which reduce the Company’s borrowing availability under the 2019 Revolving Credit Facility (see Note 12 for more information on the Company’s standby letters of credit). At November 2, 2018, the Company had $541,045 in borrowing availability under the 2019 Revolving Credit Facility. In accordance with the 2019 Revolving Credit Facility, outstanding borrowings bear interest, at the Company’s election, either at LIBOR or prime plus a percentage point spread based on certain specified financial ratios under the 2019 Revolving Credit Facility. As of November 2, 2018, the Company’s outstanding borrowings were swapped at a weighted average interest rate of 3.73% (see Note 5 for information on the Company’s interest rate swaps). The 2019 Revolving Credit Facility contains customary financial covenants, which include maintenance of a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. At November 2, 2018, the Company was in compliance with all financial covenants. The 2019 Revolving Credit Facility also imposes restrictions on the amount of dividends the Company is permitted to pay and the amount of shares the Company is permitted to repurchase. Under the 2019 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2019 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “cash availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total leverage ratio is 3.00 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 3.00 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, cash availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four. |
Derivative Instruments and Hedging Activities |
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Derivative Instruments and Hedging Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities |
The Company has interest rate risk relative to its outstanding borrowings (see Note 4 for information on the Company’s outstanding borrowings). The Company’s policy has been to manage interest cost using a mix of fixed and variable rate debt. To manage this risk in a cost-efficient manner, the Company uses derivative instruments, specifically interest rate swaps. For each of the Company’s interest rate swaps, the Company has agreed to exchange with a counterparty the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. The interest rates on the portion of the Company’s outstanding debt covered by its interest rate swaps are fixed at the rates in the table below plus the Company’s credit spread. The Company’s credit spread at November 2, 2018 was 1.25%. All of the Company’s interest rate swaps are accounted for as cash flow hedges. A summary of the Company’s interest rate swaps at November 2, 2018 is as follows:
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. Companies may elect 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. 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 values of the Company’s derivative instruments as of November 2, 2018 and August 3, 2018 were as follows:
*These interest rate swap assets are recorded at gross at both November 2, 2018 and August 3, 2018 since there were no offsetting liabilities under the Company’s master netting agreements. The estimated fair value of the Company’s interest rate swap assets incorporates the Company’s non-performance risk (see Note 2). The adjustment related to the Company’s non-performance risk at November 2, 2018 and August 3, 2018 resulted in reductions of $244 and $213, respectively, in the fair value of the interest rate swap assets. The offset to the interest rate swap asset is recorded in accumulated other comprehensive income (“AOCI”), net of the deferred tax asset, and will be reclassified into earnings over the term of the underlying debt. As of November 2, 2018, the estimated pre-tax portion of AOCI that is expected to be reclassified into earnings over the next twelve months is $813. 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 AOCI for the three months ended November 2, 2018 and the year ended August 3, 2018:
The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps for the three months ended November 2, 2018 (see Notes 2 and 5):
The following table summarizes the pre-tax effects of the Company’s derivative instruments on income for the quarters ended November 2, 2018 and October 27, 2017:
Any portion of the fair value of the swaps determined to be ineffective will be recognized currently in earnings. No ineffectiveness has been recorded in the three-month periods ended November 2, 2018 and October 27, 2017. |
Seasonality |
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Nov. 02, 2018 | |||
Seasonality [Abstract] | |||
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 holiday shopping season and the summer vacation and travel season. The Company's retail sales, which are made substantially to the Company’s restaurant customers, historically have been highest in the Company's second quarter, which includes the holiday shopping season. Historically, interstate tourist traffic and the propensity to dine out have been higher during the summer months, thereby contributing to higher profits in the Company’s fourth quarter. The Company 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. |
Segment Information |
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Nov. 02, 2018 | |||
Segment Information [Abstract] | |||
Segment Information |
Cracker Barrel stores represent a single, integrated operation with two related and substantially integrated product lines. The operating expenses of the restaurant and retail product lines of a Cracker Barrel store are shared and are indistinguishable in many respects. Accordingly, the Company currently manages its business on the basis of one reportable operating segment. All of the Company’s operations are located within the United States. |
Revenue Recognition |
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Revenue Recognition |
Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company’s policy is to present sales in the Condensed Consolidated Statements of Income on a net presentation basis after deducting sales tax. Disaggregation of revenue Total revenue was comprised of the following for the specified periods:
Restaurant Revenue The Company recognizes revenues from restaurant sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide food and beverages is satisfied. Retail Revenue The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, estimated sales returns are calculated based on return history and sales levels. Gift Card Breakage Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at the Company's stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company's Condensed Consolidated Statements of Income over the expected redemption period. Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated redemption. For the three months ended November 2, 2018 and October 27, 2017, respectively, gift card breakage was $1,341 and $1,322. Deferred revenue related to the Company’s gift cards was $72,187 and $76,199, respectively, at November 2, 2018 and August 3, 2018. Revenue recognized in the Condensed Consolidated Statements of Income for the three months ended November 2, 2018 and October 27, 2017, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $18,139 and $17,371. |
Share-Based Compensation |
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Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation |
Share-based compensation is recorded in general and administrative expenses in the accompanying Condensed Consolidated Statements of Income. Total share-based compensation was comprised of the following for the specified periods:
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Income Taxes |
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Nov. 02, 2018 | |||
Income Taxes [Abstract] | |||
Income Taxes |
On December 22, 2017, the U.S. government enacted the Tax Act. The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018. Accordingly, the Company will use a rate of 21% for its fiscal 2019 tax year to record federal corporate income taxes. The SEC’s Staff Accounting Bulletin No. 118 (“SAB 118”) provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting guidance under FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, the company must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. While the Company is able to make reasonable estimates of the impact of the reduction in the corporate rate, the final impact of the Tax Act may differ from these estimates, due to, among other things, additional guidance that may be issued by the Internal Revenue Service, expected state tax responses to either follow or reject the federal changes, and changes in our interpretations and assumptions. The Company continues to gather additional information to determine the final impact. The Company expects to complete its analysis in the second quarter of 2019. |
Net Income Per Share and Weighted Average Shares |
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Net Income Per Share and Weighted Average Shares [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares |
Basic consolidated net income per share is computed by dividing consolidated net income available to common shareholders by the weighted average number of shares of common stock outstanding for the reporting period. Diluted consolidated net income per share reflects the potential dilution that could occur if securities, options or other contracts to issue shares of common stock were exercised or converted into shares of common stock and is based upon the weighted average number of shares of common stock and common equivalent shares outstanding during the reporting period. Common equivalent shares related to nonvested stock awards and units and MSU Grants issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units, MSU Grants and stock options issued by the Company represent the only dilutive effects on diluted consolidated net income per share. The following table reconciles the components of diluted earnings per share computations:
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Commitments and Contingencies |
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Commitments and Contingencies [Abstract] | |||
Commitments and Contingencies |
The Company and its subsidiaries are party to various legal and regulatory proceedings and claims incidental to their business in the ordinary course. In the opinion of management, based upon information currently available, the ultimate liability with respect to these contingencies will not materially affect the Company’s financial statements. Related to its workers’ compensation insurance coverage, the Company is contingently liable pursuant to standby letters of credit as credit guarantees to certain insurers. As of November 2, 2018, the Company had $8,955 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 borrowing availability under its Revolving Credit Facility (see Note 4). At November 2, 2018, the Company is secondarily liable for lease payments associated with two properties occupied by a third party. The Company is not aware of any non-performance under these lease arrangements that would result in the Company having to perform in accordance with the terms of these guarantees; and therefore, no provision has been recorded in the Condensed Consolidated Balance Sheets for amounts to be paid in case of non-performance by the primary obligor under such lease arrangements. The Company enters into certain indemnification agreements in favor of third parties in the ordinary course of business. The Company believes that the probability of incurring an actual liability under such indemnification agreements is sufficiently remote that no such liability has been recorded in the Condensed Consolidated Balance Sheet as of November 2, 2018. |
Condensed Consolidated Financial Statements (Policies) |
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Nov. 02, 2018 | |
Condensed Consolidated Financial Statements [Abstract] | |
Recent Accounting Pronouncements Adopted and Not Yet Adopted | Recent Accounting Pronouncements Adopted Revenue Recognition In May 2014, the Financial Accounting Standards Board (“FASB”) issued accounting guidance which clarifies the principles for recognizing revenue and provides a comprehensive model for revenue recognition. Revenue recognition should depict the transfer of goods or services to a customer at an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. This accounting guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted this accounting guidance using the modified retrospective transition method. The adoption of this accounting guidance in the first quarter of 2019 did not have a material effect on the Company’s consolidated financial position or results of operations, and the Company did not record a cumulative catch-up adjustment to the opening balance of retained earnings. See Note 8 for further discussion on revenue recognition accounting policies and related disclosures. Recognition of Breakage for Certain Prepaid Stored-Value Products In March 2016, in order to address diversity in practice related to the derecognition of a prepaid stored-value product liability, the FASB issued accounting guidance requiring breakage for prepaid stored-value product liabilities to be accounted for consistent with the breakage guidance in the revenue recognition standard (see “Revenue Recognition” above). This accounting guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. This accounting guidance may be applied either on a modified retrospective basis or on a retrospective basis. The Company adopted this accounting guidance using the modified retrospective transition method. The adoption of this accounting guidance in the first quarter of 2019 did not have a significant impact on the Company’s consolidated financial position or results of operations, and the Company did not record a cumulative catch-up adjustment to the opening balance of retained earnings. Modification of Share-Based Payment Awards In May 2017, the FASB issued accounting guidance to provide clarity, reduce the diversity in practice and to simplify the accounting guidance related to a change to the terms or conditions of a share-based payment award. This new standard provides guidance for evaluating which changes to the terms or conditions of a share-based payment award are substantive and require modification accounting to be applied. This accounting guidance is effective for fiscal periods beginning after December 15, 2017, and interim periods within those fiscal years on a prospective basis. The adoption of this accounting guidance in the first quarter of 2019 did not have a significant impact on the Company’s consolidated financial position or results of operations. Recent Accounting Pronouncements Not Yet Adopted Leases In February 2016, the FASB issued accounting guidance which requires the recognition of lease assets and lease liabilities on the balance sheet and disclosure of key information about leasing arrangements. The accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years on a modified retrospective basis. Early adoption is permitted. The Company is in the process of implementing software to assist in the quantification of the impact of the Company’s consolidated financial position and results of operations related to the adoption of this accounting guidance in the first quarter of 2020. Accounting for Hedging Activities In August 2017, the FASB issued accounting guidance which amends the recognition, presentation and disclosure requirements of hedge accounting in order to better portray the economics of entities’ risk management activities, increase transparency and understandability of hedging relationships and simplify the application of hedge accounting. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early application is permitted. The recognition requirements for cash flow and net investment hedges existing at the date of adoption will be applied using a cumulative-effect adjustment to retained earnings. The amended presentation and disclosure requirements will be applied on a prospective basis. The Company is currently evaluating the impact of adopting this accounting guidance in the first quarter of 2020. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income On December 22, 2017, the U.S. government enacted P.L. 115-97, the Tax Cuts and Jobs Act (the “Tax Act”). In February 2018, the FASB issued accounting guidance which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulted from the Tax Act. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. If elected, this accounting guidance should be applied either in the period of adoption or retrospectively to each period in which the change in the U.S. federal corporate rate in the Tax Act is recognized. Early application is permitted. The Company is currently evaluating the impact of adopting this accounting guidance in the first quarter of 2020. Share-Based Payment Arrangements With Nonemployees In June 2018, the FASB issued accounting guidance in order to simplify accounting for share-based payments granted to nonemployees for goods and services. This new guidance aligns most of the accounting requirements for share-based payments granted to nonemployees with the existing guidance for share-based payments granted to employees. This accounting guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, using a modified retrospective transition approach. Early adoption is permitted. The Company does not expect that the adoption of this accounting guidance in the first quarter of 2020 will have a significant impact on the Company’s consolidated financial position or results of operations. |
Fair Value Measurements (Tables) |
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Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The Company’s assets measured at fair value on a recurring basis at November 2, 2018 were as follows:
The Company’s assets measured at fair value on a recurring basis at August 3, 2018 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 Sheets as other assets. |
Inventories (Tables) |
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Inventories | Inventories were comprised of the following at:
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Derivative Instruments and Hedging Activities (Tables) |
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Derivative Instruments and Hedging Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest Rate Swaps | A summary of the Company’s interest rate swaps at November 2, 2018 is as follows:
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Estimated Fair Value of Derivative Instruments | The estimated fair values of the Company’s derivative instruments as of November 2, 2018 and August 3, 2018 were as follows:
*These interest rate swap assets are recorded at gross at both November 2, 2018 and August 3, 2018 since there were no offsetting liabilities under the Company’s master netting agreements. |
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Pre-tax Effects of Derivative Instruments on AOCI and Income | The following table summarizes the pre-tax effects of the Company’s derivative instruments on AOCI for the three months ended November 2, 2018 and the year ended August 3, 2018:
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Changes in AOCI, Net of Tax, Related to Interest Rate Swaps | The following table summarizes the changes in AOCI, net of tax, related to the Company’s interest rate swaps for the three months ended November 2, 2018 (see Notes 2 and 5):
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Amounts Reclassified Out of AOCI Related to Interest Rate Swaps | The following table summarizes the pre-tax effects of the Company’s derivative instruments on income for the quarters ended November 2, 2018 and October 27, 2017:
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Revenue Recognition (Tables) |
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Disaggregation of Revenue | Total revenue was comprised of the following for the specified periods:
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Share-Based Compensation (Tables) |
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Share-Based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Components of Share-based Compensation | Total share-based compensation was comprised of the following for the specified periods:
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Net Income Per Share and Weighted Average Shares (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Nov. 02, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Income Per Share and Weighted Average Shares [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Components of Diluted Earnings per Share Computations | The following table reconciles the components of diluted earnings per share computations:
|
Fair Value Measurements (Details) - Recurring [Member] - USD ($) $ in Thousands |
Nov. 02, 2018 |
Aug. 03, 2018 |
|||||
---|---|---|---|---|---|---|---|
Assets Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | $ 25,446 | $ 38,446 | ||||
Interest rate swap asset (see Note 5) | 6,682 | 6,255 | |||||
Total | 32,128 | 44,701 | |||||
Deferred compensation plan assets | [2] | 34,108 | 32,669 | ||||
Total assets at fair value | 66,236 | 77,370 | |||||
Level 1 [Member] | |||||||
Assets Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 25,446 | 38,446 | ||||
Interest rate swap asset (see Note 5) | 0 | 0 | |||||
Total | 25,446 | 38,446 | |||||
Level 2 [Member] | |||||||
Assets Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 0 | 0 | ||||
Interest rate swap asset (see Note 5) | 6,682 | 6,255 | |||||
Total | 6,682 | 6,255 | |||||
Level 3 [Member] | |||||||
Assets Measured at Fair Value on a Recurring Basis [Abstract] | |||||||
Cash equivalents | [1] | 0 | 0 | ||||
Interest rate swap asset (see Note 5) | 0 | 0 | |||||
Total | $ 0 | $ 0 | |||||
|
Inventories (Details) - USD ($) $ in Thousands |
Nov. 02, 2018 |
Aug. 03, 2018 |
|||
---|---|---|---|---|---|
Inventories [Abstract] | |||||
Retail | $ 135,855 | $ 117,606 | |||
Restaurant | 26,935 | 20,659 | |||
Supplies | 18,779 | 17,988 | |||
Total | $ 181,569 | $ 156,253 | [1] | ||
|
Debt (Details) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Nov. 02, 2018
USD ($)
|
Sep. 05, 2018
USD ($)
|
Aug. 03, 2018
USD ($)
|
|
2019 Revolving Credit Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Line of credit facility, term | 5 years | ||
Maximum borrowing capacity | $ 950,000 | ||
Option to increase revolving credit facility | 300,000 | ||
Loan acquisition costs | 3,022 | ||
Amount of standby letters of credit | $ 8,955 | ||
Current borrowing capacity | $ 541,045 | ||
Weighted average interest rates of swapped debt | 3.73% | ||
Restrictions on dividends payable | Under the 2019 Revolving Credit Facility, provided there is no default existing and the total of the Company’s availability under the 2019 Revolving Credit Facility plus the Company’s cash and cash equivalents on hand is at least $100,000 (the “cash availability”), the Company may declare and pay cash dividends on shares of its common stock and repurchase shares of its common stock (1) in an unlimited amount if, at the time such dividend or repurchase is made, the Company’s consolidated total leverage ratio is 3.00 to 1.00 or less and (2) in an aggregate amount not to exceed $100,000 in any fiscal year if the Company’s consolidated total leverage ratio is greater than 3.00 to 1.00 at the time the dividend or repurchase is made; notwithstanding (1) and (2), so long as immediately after giving effect to the payment of any such dividends, cash availability is at least $100,000, the Company may declare and pay cash dividends on shares of its common stock in an aggregate amount not to exceed in any fiscal year the product of the aggregate amount of dividends declared in the fourth quarter of the immediately preceding fiscal year multiplied by four. | ||
Liquidity requirements | $ 100,000 | ||
Dividends threshold | $ 100,000 | ||
Leverage ratio, maximum | 3.00 | ||
Multiplier used in calculating aggregate amount of cash dividends on shares of common stock in any fiscal year | 4 | ||
Prior Credit Facility [Member] | |||
Line of Credit Facility [Abstract] | |||
Maximum borrowing capacity | $ 750,000 | ||
Write off of loan acquisition costs | $ 166 | ||
Outstanding borrowings | $ 400,000 | $ 400,000 |
Derivative Instruments and Hedging Activities (Details) $ in Thousands |
3 Months Ended |
---|---|
Nov. 02, 2018
USD ($)
| |
Derivative Instruments [Abstract] | |
Company's credit spread | 1.25% |
Interest Rate Swap June 18, 2014 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jun. 18, 2014 |
Effective date | May 03, 2015 |
Term | 4 years |
Notional amount | $ 160,000 |
Fixed rate | 2.51% |
Interest Rate Swap June 24, 2014 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jun. 24, 2014 |
Effective date | May 03, 2015 |
Term | 4 years |
Notional amount | $ 120,000 |
Fixed rate | 2.51% |
Interest Rate Swap July 1, 2014 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jul. 01, 2014 |
Effective date | May 05, 2015 |
Term | 4 years |
Notional amount | $ 120,000 |
Fixed rate | 2.43% |
Interest Rate Swap One January 30, 2015 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jan. 30, 2015 |
Effective date | May 03, 2019 |
Term | 2 years |
Notional amount | $ 60,000 |
Fixed rate | 2.16% |
Interest Rate Swap Two January 30, 2015 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jan. 30, 2015 |
Effective date | May 04, 2021 |
Term | 3 years |
Notional amount | $ 120,000 |
Fixed rate | 2.41% |
Interest Rate Swap Three January 30, 2015 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jan. 30, 2015 |
Effective date | May 03, 2019 |
Term | 2 years |
Notional amount | $ 60,000 |
Fixed rate | 2.15% |
Interest Rate Swap Four January 30, 2015 [Member] | |
Derivative Instruments [Abstract] | |
Trade date | Jan. 30, 2015 |
Effective date | May 04, 2021 |
Term | 3 years |
Notional amount | $ 80,000 |
Fixed rate | 2.40% |
Derivative Instruments and Hedging Activities, Estimated Fair Values of Derivative Instruments (Details) - Interest Rate Swaps [Member] - USD ($) $ in Thousands |
Nov. 02, 2018 |
Aug. 03, 2018 |
|||
---|---|---|---|---|---|
Estimated Fair Value of Derivative Instruments [Abstract] | |||||
Fair value, asset | [1] | $ 6,682 | $ 6,255 | ||
Prepaid Expenses and Other Current Assets [Member] | |||||
Estimated Fair Value of Derivative Instruments [Abstract] | |||||
Fair value, asset | [1] | 437 | 169 | ||
Other Assets [Member] | |||||
Estimated Fair Value of Derivative Instruments [Abstract] | |||||
Fair value, asset | [1] | $ 6,245 | $ 6,086 | ||
|
Derivative Instruments and Hedging Activities, Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands |
Nov. 02, 2018 |
Aug. 03, 2018 |
---|---|---|
Derivative Instruments by Risk Exposure [Abstract] | ||
Estimated pre-tax portion of AOCI that is expected to be reclassified into earnings over the next twelve months | $ 813 | |
Interest Rate Swaps [Member] | ||
Derivative Instruments by Risk Exposure [Abstract] | ||
Offsetting liabilities | 0 | $ 0 |
Reduction in fair value of interest rate swap assets and liabilities due to adjustment related to non-performance risk | $ 244 | $ 213 |
Derivative Instruments and Hedging Activities, Pre-tax Effects of Derivative Instruments on AOCI and Income (Details) - Interest Rate Swaps [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
Aug. 03, 2018 |
|
Interest Rate Cash Flow Hedges [Abstract] | |||
Amount of income recognized in AOCI on derivatives (effective portion) | $ 1,699 | $ 13,103 | |
Ineffectiveness recorded in earnings on interest rate cash flow hedge | 0 | $ 0 | |
Interest Expense [Member] | |||
Interest Rate Cash Flow Hedges [Abstract] | |||
Amount of loss reclassified from AOCI into income (effective portion) | $ 0 | $ 1,064 |
Derivative Instruments and Hedging Activities, Changes in AOCI, Net of Tax, Related to Interest Rate Swaps (Details) (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
---|---|---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|||
Changes in AOCI, net of tax, related to interest rate swaps [Roll Forward] | ||||
Balance | [1] | $ 581,781 | ||
Other comprehensive income before reclassifications | 1,293 | |||
Amounts reclassified from AOCI | 0 | |||
Other comprehensive income, net of tax | 1,293 | $ 1,887 | ||
Balance | 600,178 | |||
Accumulated Other Comprehensive Income [Member] | ||||
Changes in AOCI, net of tax, related to interest rate swaps [Roll Forward] | ||||
Balance | 4,685 | |||
Other comprehensive income, net of tax | 1,293 | |||
Balance | $ 5,978 | |||
|
Segment Information (Details) |
3 Months Ended |
---|---|
Nov. 02, 2018
Line
Segment
| |
Segment Information [Abstract] | |
Number of product lines | Line | 2 |
Number of reportable operating segments | Segment | 1 |
Revenue Recognition (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
Aug. 03, 2018 |
|
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 733,543 | $ 710,368 | |
Gift card breakage | 1,341 | 1,322 | |
Deferred revenue related to gift cards | 72,187 | $ 76,199 | |
Revenue recognized for redemption of gift cards | 18,139 | 17,371 | |
Restaurant [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | 590,978 | 578,237 | |
Retail [Member] | |||
Disaggregation of Revenue [Abstract] | |||
Revenue | $ 142,565 | $ 132,131 |
Share-Based Compensation (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|
Compensation Expense [Abstract] | ||
Share-based compensation | $ 2,089 | $ 2,035 |
Nonvested Stock Awards and Units [Member] | ||
Compensation Expense [Abstract] | ||
Share-based compensation | 2,089 | 1,792 |
Performance-Based Market Stock Units ("MSU Grants") [Member] | ||
Compensation Expense [Abstract] | ||
Share-based compensation | $ 0 | $ 243 |
Income Taxes (Details) |
3 Months Ended | 5 Months Ended | 12 Months Ended |
---|---|---|---|
Nov. 02, 2018 |
Dec. 31, 2017 |
Aug. 02, 2019 |
|
The Tax Act [Abstract] | |||
Federal corporate tax rate | 21.00% | 35.00% | |
Plan [Member] | |||
The Tax Act [Abstract] | |||
Federal corporate tax rate | 21.00% |
Net Income Per Share and Weighted Average Shares (Details) - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Nov. 02, 2018 |
Oct. 27, 2017 |
|
Net Income Per Share and Weighted Average Shares [Abstract] | ||
Net income per share numerator | $ 47,207 | $ 46,380 |
Net income per share denominator [Abstract] | ||
Weighted average shares (in shares) | 24,022,586 | 24,035,202 |
Add potential dilution [Abstract] | ||
Nonvested stock awards and units, MSU Grants and stock options | 51,136 | 69,985 |
Diluted weighted average shares (in shares) | 24,073,722 | 24,105,187 |
Commitments and Contingencies (Details) $ in Thousands |
Nov. 02, 2018
USD ($)
Property
|
---|---|
Standby Letters of Credit [Member] | Revolving Credit Facility [Member] | |
Loss Contingencies [Abstract] | |
Letters of credit outstanding | $ | $ 8,955 |
Lease Performance Guarantee [Member] | |
Loss Contingencies [Abstract] | |
Number of properties for which the company is secondarily liable for lease payments | Property | 2 |
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