8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 28, 2014

CRACKER BARREL OLD COUNTRY STORE, INC.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	001-25225	62-0812904
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

305 Hartmann Drive, Lebanon, Tennessee 37087

(Address of Principal Executive Offices) (Zip code)

(615) 444-5533

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On May 28, 2014, Cracker Barrel Old Country Store, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the Company’s fiscal 2014 third quarter results of operations and projected outlook for the remainder of fiscal 2014. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Cracker Barrel Old Country Store, Inc. dated May 28, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 28, 2014	CRACKER BARREL OLD COUNTRY STORE, INC.
	By:	/s/ Lawrence E. Hyatt
	Name:	Lawrence E. Hyatt
	Title:	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Cracker Barrel Old Country Store, Inc. dated May 28, 2014

EX-99.1

Exhibit 99.1

Cracker Barrel Reports Results for Third Quarter Fiscal 2014

Adjusted EPS increased 20.6% over EPS in prior year quarter

LEBANON, Tenn. – May 28, 2014 – Cracker Barrel Old Country Store, Inc. (“Cracker Barrel” or the “Company”) (Nasdaq:CBRL) today reported financial results for the third quarter of fiscal 2014 ended May 2, 2014.

Third-Quarter Fiscal 2014 Highlights

• Tenth consecutive quarter of outperformance of the Knapp-Track^TM casual dining index

• Compared to the prior-year third quarter, total sales increased 0.5%, comparable store restaurant sales decreased 0.6% and comparable store retail sales increased 0.9%.

• On a GAAP basis, operating income margin was 7.0% of total revenue, or 7.2% when adjusted for expenses associated with the Special Meeting of Cracker Barrel Shareholders, compared with 6.9% in the prior year quarter. (See non-GAAP reconciliation below.)

• On a GAAP basis, earnings per diluted share were $1.20, or $1.23 when adjusted for special meeting expenses, a 20.6% increase over earnings per diluted share of $1.02 in the prior year quarter.

• As previously disclosed, the Board approved a quarterly dividend increase of 33% to $1.00 per share.

Commenting on the third-quarter results, Cracker Barrel President and Chief Executive Officer Sandra B. Cochran said, “Like many in our industry, Cracker Barrel continued to face headwinds during the quarter from severe winter weather, a challenging consumer environment and an increasingly promotional competitive landscape. Nevertheless, we continued to outperform our peers in the Knapp-Track casual dining index for the tenth consecutive quarter, while our field teams focused on controlling costs and preserving our operating margins.”

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Third-Quarter Fiscal 2014 Results

Revenue

The Company reported total revenue of $643.3 million for the third quarter of fiscal 2014, representing an increase of 0.5% over the third quarter of the prior year. Comparable store restaurant sales decreased 0.6%, as a 2.9% decline in customer traffic was partially offset by a 2.3% increase in average check. The average menu price increase for the quarter was approximately 1.8%. Comparable store retail sales increased 0.9% for the quarter. The Company opened two stores during the third quarter, for a total of three new store openings year-to-date.

Comparable store restaurant traffic, average check, and comparable store restaurant and retail sales for the fiscal months of February, March and April and for the third quarter were as follows:

	February			March			April			Third Quarter
Comparable restaurant traffic		-4.9	%		-4.0	%		-0.4	%		-2.9	%
Average check		2.2	%		2.0	%		2.6	%		2.3	%
Comparable restaurant sales		-2.7	%		-2.0	%		2.2	%		-0.6	%
Comparable retail sales		-5.8	%		-5.0	%		11.0	%		0.9	%

Operating Income

GAAP operating income in the third quarter was $45.2 million, or 7.0% of total revenue. Adjusted for special meeting expenses, adjusted operating income was $46.3 million, or 7.2% of total revenue, compared with operating income of $44.2 million, or 6.9% of total revenue, in the prior year quarter. Reductions in cost of goods sold and general and administrative expenses as a percent of total revenue were partially offset by an increase in other store operating expenses.

Diluted Earnings per Share

On a GAAP basis, earnings per diluted share in the second quarter of fiscal 2014 were $1.20. Adjusted for special meeting expenses, adjusted earnings per diluted share were $1.23, representing a 20.6% increase compared with earnings per diluted share of $1.02 in the prior year quarter.

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Fiscal 2014 Outlook

Based upon year-to-date financial performance, the Company expects to report earnings per diluted share for the 2014 fiscal year of between $5.50 and $5.60, which implies adjusted EPS for the fourth quarter of between $1.50 and $1.60. The Company now expects total revenue for the year of approximately $2.7 billion and an operating income margin between 7.7% and 7.9% of total revenue. The revenue projection for fiscal 2014 reflects the expected opening of seven new Cracker Barrel stores, projected increases in comparable store restaurant sales of approximately 0.5%, and approximately flat comparable store retail sales. The Company’s projections are based upon expected food commodity inflation of approximately 2% for the year, and 2.5% for the fourth quarter. The Company expects annual depreciation expense between $68 million and $70 million; net interest expense between $17 million and $18 million; and an effective tax rate of between 31% and 32%. The Company expects capital expenditures for fiscal 2014 to be between $90 million and $100 million.

The Company notes that its annual earnings guidance does not include expenses related to the proxy contest at its annual shareholders meeting held on November 13, 2013 or expenses associated with the special shareholders meeting held on April 23, 2014. The Company reminds investors that its outlook for fiscal 2014 reflects a number of assumptions, many of which are outside the Company’s control.

Fiscal 2014 Third-Quarter Conference Call

As previously announced, the live broadcast of Cracker Barrel’s quarterly conference call will be available to the public online at investor.crackerbarrel.com on May 28, 2014 beginning at 11:00 a.m. (Eastern Time). An online replay will be available at 2:00 p.m. (Eastern Time) and continue through June 11, 2014.

About Cracker Barrel

Cracker Barrel Old Country Store provides a friendly home-away-from-home in its old country stores and restaurants. Guests are cared for like family while relaxing and enjoying real home-style food and shopping that’s surprisingly unique, genuinely fun and reminiscent of America’s country heritage…all at a fair price. The restaurants serve up delicious, home-style country food such as meatloaf and homemade chicken n’ dumplins as well as our signature biscuits using an old family recipe. The authentic old country retail store is fun to shop and offers unique gifts and self-indulgences.

Cracker Barrel Old Country Store, Inc. (Nasdaq:CBRL) was established in 1969 in Lebanon, Tenn. and operates 627 company-owned locations in 42 states. Every Cracker Barrel store is open seven days a week with hours Sunday through Thursday, 6 a.m. – 10 p.m., and Friday and Saturday, 6 a.m. – 11 p.m. For more information, visit: crackerbarrel.com.

CBRL-F

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Except for specific historical information, certain of the matters discussed in this press release may express or imply projections of revenues or expenditures, statements of plans and objectives or future operations or statements of future economic performance. These, and similar statements are forward-looking statements concerning matters that involve risks, uncertainties and other factors which may cause the actual performance of Cracker Barrel Old Country Store, Inc. and its subsidiaries to differ materially from those expressed or implied by this discussion. All forward-looking information is subject to completion of our financial procedures for Q3 FY14 and is provided pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “trends,” “assumptions,” “target,” “guidance,” “outlook,” “opportunity,” “future,” “plans,” “goals,” “objectives,” “expectations,” “near-term,” “long-term,” “projection,” “may,” “will,” “would,” “could,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “potential,” “regular,” “should,” “projects,” “forecasts,” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology and include the expected effects of operational improvement initiatives, such as new menu items and retail offerings. Factors which could materially affect actual results include, but are not limited to: the effects of uncertain consumer confidence, higher costs for energy, general or regional economic weakness, weather on sales and customer travel, and discretionary income or personal expenditure activity of our customers; our ability to identify, acquire and sell successful new lines of retail merchandise and new menu items at our restaurants; our ability to successfully implement or sustain plans intended to improve operational or marketing execution and performance; changes in or implementation of additional governmental or regulatory rules, regulations and interpretations affecting tax, wage and hour matters, health and safety, pensions, insurance or other undeterminable areas; our ability to successfully implement plans intended to promote or protect our brands and products; commodity price increases; the ability of and cost to us to recruit, train, and retain qualified hourly and management employees in an escalating wage environment; the effects of increased competition at our locations on sales and on labor recruiting, cost, and retention; workers’ compensation, group health and utility price changes; consumer behavior based on negative publicity or concerns over nutritional or safety aspects of our food or products or those of the restaurant industry in general, including concerns about pandemics, as well as the possible effects of such events on the price or availability of ingredients used in our restaurants; the effects of our substantial indebtedness and associated restrictions on our financial and operating flexibility and ability to execute or pursue our operating plans and objectives; changes in interest rates or capital market conditions affecting our financing costs and ability to refinance all or portions of our indebtedness; the effects of business trends on the outlook for individual restaurant locations and the effect on the carrying value of those locations; the availability and cost of suitable sites for restaurant development and our ability to identify those sites; changes in land, building materials and construction costs; the actual results of pending, future or threatened litigation or governmental investigations and the costs and effects of negative publicity associated with these activities; practical or psychological effects of natural disasters or terrorist acts or war and military or government responses; disruptions to our restaurant or retail supply chain; changes in foreign exchange rates affecting our future retail inventory purchases; implementation of new or changes in interpretation of existing accounting principles generally accepted in the United States of America; and other factors described from time to time in our filings with the Securities and Exchange Commission, press releases, and other communications.

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Any forward-looking statement made by us herein, or elsewhere, speaks only as of the date on which made. We expressly disclaim any intent, obligation or undertaking to update or revise any forward-looking statements made herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Cracker Barrel Old Country Store

Investors:

Lawrence E. Hyatt, 615-235-4432

or

Media:

Andy Merrill, 212-886-9304

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT

(Unaudited)

(In thousands, except share and per share amounts, percentages and ratios)

	Third Quarter Ended									Nine Months Ended
	5/2/14			5/3/13			Percentage Change			5/2/14			5/3/13			Percentage Change
Total revenue	$	643,298		$	640,407			1	%	$	1,990,930		$	1,970,529			1	%
Cost of goods sold		201,507			201,982			0			650,451			644,027			1
Gross profit		441,791			438,425			1			1,340,479			1,326,502			1
Labor and other related expenses		242,977			241,864			1			718,466			719,474			0
Other store operating expenses		121,060			116,408			4			374,501			354,859			6
Store operating income		77,754			80,153			(3	)		247,512			252,169			(2	)
General and administrative expenses		32,541			35,981			(10	)		99,356			105,492			(6	)
Operating income		45,213			44,172			2			148,156			146,677			1
Interest expense		4,327			10,194			(58	)		13,205			31,199			(58	)
Pretax income		40,886			33,978			20			134,951			115,478			17
Provision for income taxes		12,158			9,376			30			42,008			32,516			29
Net income	$	28,728		$	24,602			17		$	92,943		$	82,962			12
Earnings per share – Basic:	$	1.21		$	1.04			16		$	3.90		$	3.50			11
Earnings per share – Diluted:	$	1.20		$	1.02			18		$	3.88		$	3.47			12
Weighted average shares:
Basic		23,820,309			23,760,589			0			23,816,841			23,683,133			1
Diluted		23,978,474			24,006,821			0			23,958,058			23,913,226			0
Ratio Analysis
Total revenue:
Restaurant		81.4	%		81.6	%					79.1	%		78.9	%
Retail		18.6			18.4						20.9			21.1
Total revenue		100.0			100.0						100.0			100.0
Cost of goods sold		31.3			31.5						32.7			32.7
Gross profit		68.7			68.5						67.3			67.3
Labor and other related expenses		37.8			37.8						36.1			36.5
Other store operating expenses		18.8			18.2						18.8			18.0
Store operating income		12.1			12.5						12.4			12.8
General and administrative expenses		5.1			5.6						5.0			5.4
Operating income		7.0			6.9						7.4			7.4
Interest expense		0.6			1.6						0.6			1.5
Pretax income		6.4			5.3						6.8			5.9
Provision for income taxes		1.9			1.5						2.1			1.7
Net income		4.5	%		3.8	%					4.7	%		4.2	%

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share amounts)

	5/2/14		5/3/13
Assets
Cash and cash equivalents	$	88,239	$	58,457
Property held for sale		0		884
Accounts receivable		16,402		14,406
Income tax receivable		3,570		1,435
Inventory		147,378		134,131
Prepaid expenses		13,148		16,016
Deferred income taxes		4,339		7,407
Property and equipment, net		1,034,834		1,016,811
Other long-term assets		60,625		60,126
Total assets	$	1,368,535	$	1,309,673
Liabilities and Shareholders’ Equity
Accounts payable	$	71,971	$	72,732
Other current liabilities		240,024		183,127
Long-term debt		381,250		400,000
Interest rate swap liability		7,908		16,888
Other long-term obligations		122,223		119,855
Deferred income taxes		57,956		61,739
Shareholders’ equity, net		487,203		455,332
Total liabilities and shareholders’ equity	$	1,368,535	$	1,309,673
Common shares issued and outstanding		23,820,500		23,757,956

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CRACKER BARREL OLD COUNTRY STORE, INC.

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(Unaudited and in thousands)

	Nine Months Ended
	5/2/14			5/3/13
Cash flows from operating activities:
Net income	$	92,943		$	82,962
Depreciation and amortization		50,601			49,000
Loss on disposition of property and equipment		3,159			2,324
Share-based compensation, net of excess tax benefit		5,520			9,035
(Decrease) increase in inventories		(691	)		9,136
(Decrease) in accounts payable		(38,666	)		(28,539	)
Net changes in other assets and liabilities		(11,669	)		(17,219	)
Net cash provided by operating activities		101,197			106,699
Cash flows from investing activities:
Purchase of property and equipment, net of insurance recoveries		(62,337	)		(45,738	)
Proceeds from sale of property and equipment		1,572			550
Net cash used in investing activities		(60,765	)		(45,188	)
Cash flows from financing activities:
Net payments for credit facilities and other long-term obligations		(1	)		(125,087	)
(Taxes withheld) and proceeds from exercise of share-based compensation awards, net		(8,430	)		5,195
Excess tax benefit from share-based compensation		612			1,961
Purchases and retirement of common stock		(12,473	)		(3,570	)
Dividends on common stock		(53,619	)		(33,515	)
Net cash used in financing activities		(73,911	)		(155,016	)
Net (decrease) in cash and cash equivalents		(33,479	)		(93,505	)
Cash and cash equivalents, beginning of period		121,718			151,962
Cash and cash equivalents, end of period	$	88,239		$	58,457

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CRACKER BARREL OLD COUNTRY STORE, INC.

Supplemental Information

(Unaudited)

	Third Quarter Ended				Nine Months Ended
	5/2/14		5/3/13		5/2/14		5/3/13
Units in operation:
Open at beginning of period		625		621		624		616
Opened during period		2		1		3		6
Open at end of period		627		622		627		622
Total revenue: (In thousands)
Restaurant	$	523,557	$	522,642	$	1,573,895	$	1,555,111
Retail		119,741		117,765		417,035		415,418
Total revenue	$	643,298	$	640,407	$	1,990,930	$	1,970,529
Cost of goods sold: (In thousands)
Restaurant	$	141,757	$	141,617	$	432,735	$	423,138
Retail		59,750		60,365		217,716		220,889
Total cost of goods sold	$	201,507	$	201,982	$	650,451	$	644,027
Average unit volume: (In thousands)
Restaurant	$	836.5	$	840.8	$	2,517.9	$	2,506.5
Retail		191.3		189.4		667.2		669.6
Total	$	1,027.8	$	1,030.2	$	3,185.1	$	3,176.1
Operating weeks:		8,137		8,081		24,378		24,197

	Q3 2014 vs. Q3 2013			9 mo. 2014 vs. 9 mo. 2013
Comparable store sales period to period (decrease) increase:
Restaurant		-0.6	%		0.5	%
Retail		0.9	%		-0.2	%
Number of locations in comparable store base		616			609

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CRACKER BARREL OLD COUNTRY STORE, INC.

Reconciliation of GAAP basis operating

results to adjusted non-GAAP operating results

(Unaudited and in thousands)

The Company makes reference in this release to “adjusted store operating income,” “adjusted operating income,” “adjusted net income,” “adjusted earnings per diluted share,” and “adjusted general and administrative expenses,” excluding the impact of severance, special meeting and proxy contest expenses and the retroactive restatement of the work opportunities tax credit. The Company believes that excluding these items and their related tax effects from its financial results reflects operating results that are more indicative of the Company’s ongoing operating performance while improving comparability to prior periods, and as such, may provide investors with an enhanced understanding of the Company’s past financial performance and prospects for the future. This information is not intended to be considered in isolation or as a substitute for operating income, net income, or earnings per share or expense information prepared in accordance with GAAP.

	Third Quarter ended May 2, 2014							Third Quarter ended May 3, 2013
	As Reported		Adjust			As Adjusted		As Reported		Adjust			As Adjusted
			(1)
Store operating income	$	77,754		—		$	77,754	$	80,153		—		$	80,153
General and administrative expenses		32,541		(1,113	)		31,428		35,981					35,981
Operating income		45,213		1,113			46,326		44,172		—			44,172
Interest Expense		4,327		—			4,327		10,194		—			10,194
Pretax income		40,886		1,113			41,999		33,978		—			33,978
Provision for income taxes		12,158		346			12,504		9,376					9,376
Net income	$	28,728	$	767		$	29,495	$	24,602	$	—		$	24,602
Earning per share - Basic	$	1.21	$	0.03		$	1.24	$	1.04	$	—		$	1.04
Earning per share - Diluted	$	1.20	$	0.03		$	1.23	$	1.02	$	—		$	1.02
	Nine months ended May 2, 2014							Nine months ended May 3, 2013
	As Reported		Adjust			As Adjusted		As Reported		Adjust			As Adjusted
			(1)							(1) (2) (3)
Store operating income	$	247,512		—		$	247,512	$	252,169		—		$	252,169
General and administrative expenses		99,356		(4,313	)		95,043		105,492		(5,634	)		99,858
Operating income		148,156		4,313			152,469		146,677		5,634			152,311
Interest Expense		13,205		—			13,205		31,199		—			31,199
Pretax income		134,951		4,313			139,264		115,478		5,634			121,112
Provision for income taxes		42,008		1,343			43,351		32,516		3,847			36,363
Net income	$	92,943	$	2,970		$	95,913	$	82,962	$	1,787		$	84,749
Earning per share - Basic	$	3.90	$	0.12		$	4.02	$	3.50	$	0.08		$	3.58
Earning per share - Diluted	$	3.88	$	0.12		$	4.00	$	3.47	$	0.07		$	3.54

(1) Charges and tax effects of the special meeting of shareholders or proxy contest at the annual shareholders meeting.

(2) Severance, other charges and tax effects related to organizational changes.

(3) Provision for taxes adjusted to exclude the $2.1 million prior year favorable effect of the retroactive reinstatement of the work opportunity tax credit.