Form 8-K - Current report
13 Janeiro 2025 - 10:30AM
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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): January 13, 2025
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock (Par Value $0.01)
Rights to Purchase Series A Junior Participating
Preferred Stock (Par Value $0.01) |
|
CBRL |
|
The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. | Regulation FD Disclosure. |
On January 13-15, 2025,
members of management of Cracker Barrel Old Country Store, Inc. (the “Company”) will be meeting with members of the investment
community in conjunction with the 2025 ICR Conference, an annual industry event. A copy of the presentation deck (the “Presentation”)
to be referred to by management at such meetings, which includes matters of potential interest to investors, is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The information furnished
under Item 7.01 in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section
and shall not be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the
Exchange Act, except as set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
All statements made in the
Presentation and incorporated by reference herein other than statements of historical fact are “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, and are provided
under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance
on forward-looking statements, all of which involve known and unknown risks and uncertainties and other important factors that could cause
the Company’s actual results, performance or achievements, or those of the industries and markets in which the Company participates,
to differ materially from the Company’s expectations of future results, performance or achievements expressed or implied by these
forward-looking statements. The Company’s past results of operations do not necessarily indicate its future results, and the Company’s
future results may differ materially from the Company’s past results and from the expectations and plans of the Company expressed
in the Presentation due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section
of the Company’s Annual Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors
detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The Presentation and the forward-looking
statements contained therein speak only as of the date thereof. Except as otherwise required by applicable laws, the Company undertakes
no obligation to publicly update or revise any forward-looking or other statements included in the Presentation, whether as a result of
new information, future events, changed circumstances or any other reason.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURES
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: January 13, 2025 |
CRACKER BARREL OLD COUNTRY STORE, INC. |
|
|
|
By: |
/s/ Richard M. Wolfson |
|
Name: |
Richard M. Wolfson |
|
Title: |
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1 | 1 |
| Forward-looking statements and safe harbor treatment
All statements made by Cracker Barrel Old Country Store, Inc. (“the Company”) in this Presentation and in any commentary provided by the
Company’s management in connection herewith other than statements of historical fact are “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are
provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended.
A reader or listener should not place undue reliance on forward-looking statements, all of which involve known and unknown risks and
uncertainties and other important factors that could cause the Company's actual results, performance or achievements, or those of the
industries and markets in which the Company participates, to differ materially from the Company's expectations of future results, performance
or achievements expressed or implied by these forward-looking statements.
The Company's past results of operations do not necessarily indicate its future results, and the Company’s future results may differ materially
from the Company’s past results and from the expectations and plans of the Company expressed in this presentation and management’s
commentary due to various risks and uncertainties, including the risk factors discussed in the “Risk Factors” section of the Company’s Annual
Report on Form 10-K for the fiscal year 2024 filed on September 27, 2024, and other risk factors detailed from time to time in the Company’s
filings with the Securities and Exchange Commission.
This presentation and the forward-looking statements contained therein and in management’s commentary speak only as of January 13,
2024. Except as otherwise required by applicable laws, the Company undertakes no obligation to publicly update or revise any forward-looking or other statements included in this presentation or management’s commentary, whether as a result of new information, future
events, changed circumstances or any other reason.
2 |
| Cracker Barrel is a
brand that holds a place
in people’s hearts…
Since 1969, guests have trusted Cracker Barrel
as a destination for genuine service, rich comfort food, and
a sense of classic country tradition.
For those that love it, it’s a brand that makes people smile,
and for many, the place where treasured
family memories were made. |
| 44 658 $3.4B ~20% $14.05 ~70K
States Stores Revenue Retail
Revenue
Average
restaurant check
Employees
4
Note: Data is for FY24. Revenue is on a 52-week basis.
Cracker Barrel by the numbers |
| Laura Daily
Chief Merchant
Mgmt Tenure: 13 years
Outstanding leadership team
Julie Masino
Chief Executive Officer
Mgmt Tenure: 1 year
Chris Edwards
Chief Strategy Officer
Mgmt Tenure: <1 year
Craig Pommells
Chief Financial Officer
Mgmt Tenure: 3 years
Cammie Spillyards-Schaefer
Chief Operations Officer
Mgmt Tenure: 3 years
Donna Roberts
Chief Human Resources Officer
Mgmt Tenure: 5 years
Mark Spurgin
Chief Restaurant Supply Chain
Officer
Mgmt Tenure: 2 years
Rich Wolfson
General Counsel & Corporate
Secretary
Mgmt Tenure: 7 years
Bruce Hoffmeister
Chief Information Officer
Mgmt Tenure: 4 years
Sarah Moore
Chief Marketing Officer
Mgmt Tenure : <1 year
5 |
| 6
REFINE THE
BRAND
ENHANCE
THE MENU
EVOLVE THE
STORE &
GUEST
EXPERIENCE
WIN IN
DIGITAL &
OFF-PREMISE
ELEVATE
THE
EMPLOYEE
EXPERIENCE
5
PILLARS
DRIVE
RELEVANCY
DELIVER FOOD &
EXPERIENCE
GUESTS LOVE
GROW
PROFITABILITY
3
IMPERATIVES
4
ENABLERS
Tech Modernization
Transformation System
Margin Optimization
Testing
Transformation framework |
| Building momentum with early wins
REFINE THE
BRAND
ENHANCE THE
MENU
EVOLVE THE
STORE & GUEST
EXPERIENCE
WIN IN DIGITAL &
OFF-PREMISE
ELEVATE THE
EMPLOYEE
EXPERIENCE
Finalize brand
positioning & platform
Completed
comprehensive retail &
restaurant guest journey
mapping
Accelerated menu
innovation
Strengthened value
proposition
Optimized pricing
delivering strong
flowthrough
600 bps YOY
improvement in Q1
dinner traffic
BOH optimization
launched to first full
region
Improvements in key
operating metrics most
correlated with SSSG
Making progress on
“defensive” investments
in maintenance capex to
bring stores to brand
standards in key areas
Completed 19 “full”
remodels and 12
“refreshes” as part of our
remodel test
6M+ Cracker Barrel
Rewards members
Cracker Barrel Rewards
delivering incremental
sales & traffic
Improvements in off-premise profitability and
guest experience
Hourly turnover improved
17 p.p. in Q1 vs. prior
year
Implemented
foundational human
capital management
system
7 |
| 8
Menu innovation wins:
Strengthening the pipeline
1) Increasing dinner preference with new craveworthy, ownable items
2) Leaning into breakfast expanding core platforms with new news
3) Upgrading product quality to ensure best-in-class core menu offerings |
| Expanding the pipeline
Pot Roast & Dumplings
9
Nashville Hot Southern
Fried Chicken
Dumpling Chips &
Skillet Dip
Breakfast Patty Melt Sausage & Egg
Hashbrown Casserole Fresh Berry Salad |
| 1Q25 financial results demonstrate progress
Q: How are the green shoots translating into financial results? [Craig]
Targeted time: ~1 minute 10
Revenue
Growth
vs. prior year Q1
Total
Revenue
$845.1M +2.6%
Comp
Restaurant
Sales
vs. prior year Q1
+2.9%
+290 bps
Comparable store sales
outperformed Black Box
Casual Dining Industry
4
Quarters of sequential
improvements in dinner traffic
“We delivered positive comp
sales performance for the 2nd
consecutive quarter, driven by
improved traffic and strong
average check growth.”
10 |
| 11
Transformation expected to deliver meaningful improvement to
financial performance
Sales:
$3.4B
FY24*
Adj.
EBITDA:
$206M
Sales:
$3.4B to
$3.5B
FY25
Guidance
Adj.
EBITDA:
$200M to
$215M
Note*: 52-week basis. Net income for FY24 was $40.9M on a 53-week basis and $35.4M on a 52-week basis.
FY27
Guidance
Sales:
$3.8B to
$3.9B
Adj.
EBITDA:
$375M to
$425M
Meaningful improvement in
2H26 & further acceleration in
FY27
11
Key Drivers to Achieve FY27 Targets
Traffic
Drivers
• Menu innovation/optimized
marketing/Cracker Barrel
Rewards
• Improved guest experience
• Remodels
Non-Traffic
Drivers
• Strategic pricing
• Cost savings and margin
optimization ($50M to $60M) |
| 12
Strategic investments will drive value-creating growth
Potential Capital Expenditures by Year
FY25 FY26 FY27
Baseline Capex $125M $125M $125M
Strategic
Investments* $35M to $55M $55M to $95M $135M to $175M
Total Capex $160M to $180M $180M to $220M $260M to $300M
*Strategic investments include two categories:
1) Growth investments such as remodels and technology
2) Defensive investments related to maintenance |
| 14 |
| Thank you!
15 |
| DENTSU CREATIVE
Non-GAAP reconciliation
16
In the accompanying presentation and the below reconciliation tables, the Company makes reference to EBITDA and adjusted EBITDA. The Company defines EBITDA as net income, calculated in accordance with GAAP, excluding
depreciation and amortization, interest expense and tax expense. The Company further adjusts EBITDA to exclude, to the extent the following items occurred during the periods presented: (i) expenses related to share-based
compensation, (ii) impairment charges and store closing costs, (iii) the proxy contest in connection with the Company’s 2024 annual meeting of shareholders, (iv) goodwill impairment charges, (v) the Company’s CEO transition, (vi)
expenses associated with the Company’s strategic transformation initiative, (vii) a corporate restructuring charge, and (viii) an employee benefits policy change. The Company believes that presentation of EBITDA and adjusted
EBITDA provides investors with an enhanced understanding of the Company's operating performance and debt leverage metrics and enhances comparability with the Company’s historical results, and that the presentation of this
non-GAAP financial measure, when combined with the primary presentation of net income, is beneficial to an investor’s complete understanding of the Company’s operating performance. This information is not intended to be
considered in isolation or as a substitute for net income prepared in accordance with GAAP. The Company is not able to reconcile the forward-looking estimate of adjusted EBITDA set forth in the accompanying presentation to a
forward-looking estimate of net income, the most directly comparable estimated measure calculated in accordance with GAAP, without unreasonable efforts because the Company is unable to predict, forecast or determine the
probable significance of certain items impacting these estimates, including interest expense, taxes, closure and impairment charges and share-based compensation, with a reasonable degree of accuracy. Accordingly, the most
directly comparable forward-looking GAAP estimate is not provided.
FY 2024 53rd Week Impact
GAAP Net Income $40,930 $5,498
(+) Depreciation & amortization 111,746 0
(+) Interest expense 20,933 402
(+) Income tax benefit (16,744) (119)
EBITDA $156,865 $5,781
Adjustments
Share-based compensation, net 5,584 0
Restructuring expenses 1,643 0
CEO transition expenses 8,574 0
Strategic transformation expenses 16,603 0
Employee benefits policy change (5,284) 0
Impairments and store closing costs 22,942 0
Goodwill impairment 4,690 0
Adjusted Reported EBITDA $211,617 $5,781
1Q25
GAAP Net Income $4,844
(+) Depreciation & amortization 29,154
(+) Interest expense 5,822
(+) Income tax benefit (3,595)
EBITDA $36,225
Adjustments
Share-based compensation, net 2,625
Strategic transformation expenses 3,298
Impairments and store closing costs 700
Proxy contest expenses 2,958
Adjusted Reported EBITDA $45,806 |
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Cracker Barrel Old Count... (NASDAQ:CBRL)
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