1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 (Fee Required)
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required)
For the transition period from _______ to _______
For fiscal year ended Commission file number
July 29, 1994 0-7536
__________
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0812904
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Hartmann Drive, P.O. Box 787 37088-0787
Lebanon, Tennessee (Zip code)
(Address of principal
executive offices)
__________
Registrant's telephone number, including area code:
(615)444-5533
__________
Securities registered pursuant to Section 12(b) of the Act:
None
__________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
(Par Value $.50)
__________
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
The aggregate market value of voting stock held by nonaffiliates of the
registrant is $1,337,481,709 as of September 26, 1994.
59,911,166
- - --------------------------------------------------------------------------------
(Number of shares of common stock outstanding as of September 26, 1994.)
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Documents Incorporated by Reference
Document from which Portions Part of Form 10-K
are Incorporated by Reference to which incorporated
- - ----------------------------- ---------------------
1. Annual Report to Shareholders Items 6, 7 and 8
for the fiscal year ended
July 29, 1994
2. Proxy Statement for Annual Part III
Meeting of Shareholders
to be held November 22, 1994
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PART I
ITEM 1. BUSINESS
Cracker Barrel Old Country Store, Inc. (the "Company" or "Cracker
Barrel") was incorporated in October 1969 under the laws of the State of
Tennessee. The Company owns and operates 191 full service "country store"
restaurants which are located in the southeast, midwest, mid- atlantic and
southwest United States along interstate highways, including 5 stores located
at "tourist destinations". These family restaurants serve breakfast, lunch and
dinner between the hours of 6:00 a.m. and 10:00 p.m. and feature home style
country cooking prepared on the premises from the Company's own recipes using
quality ingredients and emphasizing authenticity. Menu items are moderately
priced and include country ham, chicken, fish, barbecue pork ribs, roast beef,
beans, turnip greens, vegetable plates, sandwiches, pancakes, eggs, bacon,
sausage and grits. The restaurants do not serve alcoholic beverages. The
stores are constructed in a rustic, country store design and feature a separate
gift shop area offering a wide variety of items specializing in hand-blown
glassware, cast iron cookware, toys and wood crafts as well as various old
fashioned candies, jellies and other foods. The Company considers its store
operations to constitute an integrated, single line of business.
Operations
Store Format: The format of each of Cracker Barrel's stores consists of
a rustic, country store style building. All stores are free standing buildings
with adequate parking facilities and standard landscaping. Store interiors are
subdivided into a dining area consisting of approximately 25% of the total
interior store space, a gift shop area consisting of approximately 22% of such
space, with the balance primarily consisting of kitchen and storage areas. All
stores have wood-burning fireplaces and are decorated with antique-style
furnishings and other authentic items of the past similar to those used and
sold in original old country stores. The kitchen areas contain modern food
preparation and storage equipment allowing for extensive flexibility in menu
variation and development.
Products: Cracker Barrel's restaurants offer rural Southern cooking
featuring the Company's own recipes. In keeping with the Company's emphasis on
authenticity and quality, Cracker Barrel's restaurants prepare menu selections
on the premises. The Company's restaurants offer breakfast, lunch and dinner
from a moderately-priced menu. Most items may be ordered at any time
throughout the day. Breakfast items include juices, eggs, pancakes, bacon,
country ham, sausage, grits, and a variety of biscuit specialties, with prices
for a breakfast meal ranging from $1.29 to $6.99. Lunch and dinner items
include country ham, catfish, steak, barbecue pork ribs, chicken, vegetable
plates, baked potatoes, salads, sandwiches, homemade soups and specialty items
such as beef stew with muffins. Lunches and dinners range in price from $2.99
to $10.95. The Company from time to time increases its prices and increased
its menu prices approximately 3% in February 1994.
The gift shops, which are decorated with antique signs, primitive tools
and other memorabilia in a turn-of-the-century atmosphere, offer a wide variety
of items consisting primarily of hand-blown glassware, cast iron cookware,
old-fashioned crockery, handcrafted figurines, classic children's toys and
various other gift items, as well as various candies, preserves, smoked
sausage, syrups and other foodstuffs. Many of the candy items, smoked bacon,
jellies and jams along with other high quality products are sold under the
Cracker Barrel Old Country Store brand name.
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Product Merchandising: Cracker Barrel maintains a quality control
department which also develops new and improved menu items in response to
shifts in customer preferences and changes in supply of ingredients used in the
Company's menu items. Company merchandising specialists are involved on a
continuing basis in selecting and positioning of merchandise in the gift shop
areas. Management believes that the Company has adequate flexibility to meet
future shifts in consumer preference on a timely basis.
Store Management: Store management typically consists of a general
manager, four associate managers and a gift shop manager who are responsible
for approximately 93 employees on two shifts. The relative complexity of
operating a Cracker Barrel Old Country Store requires an effective management
team at the individual store level. As a motivation to store managers to
improve sales and operational efficiency, Cracker Barrel has a bonus plan
designed to provide store management with an opportunity to share in the
pre-tax profits of their store. To assure that individual stores are operated
at a high level of quality, the Company emphasizes the selection and training
of store managers and has a level of District Management to assist individual
store managers.
The store management recruiting and training program begins with an
evaluation and screening program. In addition to multiple interviews and
background and experience verification, the Company conducts testing which it
believes is important in selecting those applicants best suited to manage store
operations. Those candidates who successfully pass this screening process are
then required to complete a 10-week training program conducted at the Company's
Lebanon, Tennessee facility. This program allows new managers the opportunity
to become familiar with the Company's operations, management objectives,
controls and evaluation criteria before assuming management responsibility.
Purchasing and Distribution: Cracker Barrel negotiates directly with
food vendors as to price and other material terms of most food purchases. The
Company purchases the majority of its food products and restaurant supplies on
a cost-plus basis through a distributor in Lebanon, Tennessee. The distributor
is responsible for placing food orders and warehousing and delivering food
products to the Company's stores. Certain perishable food items are purchased
locally by the Company's stores.
The majority of gift shop items are purchased directly by Cracker Barrel,
warehoused at its Lebanon warehouse and shipped to the stores.
The single food category accounting for the largest share (approximately
21%) of the Company's food purchasing expense is pork. The single food item
within the pork category accounting for the largest share (approximately 5%) of
the Company's food purchasing expense is country ham. The Company presently
purchases its pork food items through twelve vendors and its country ham
through three vendors. Should any pork items from these vendors become
unavailable for any reason, management is of the opinion that these food items
could be obtained in sufficient quantities from other sources at competitive
prices.
Quality, Cost and Inventory Controls: Costs are monitored by management
to determine if any material variances in food cost or operating expenses have
occurred. The Company's computer system is used to analyze store operating
information by providing management reports for continual monitoring of sales
mix and detailed operational cost data. This system is also used in the
development of budget analyses and planning.
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Marketing: New store locations generally are not advertised in the media
until several weeks after they have been opened in order to give the staff time
to adjust to local customer habits and traffic volume. To effectively reach
consumers in the primary trade area for each Cracker Barrel store and also
interstate travelers and tourists, outdoor advertising is the primary
advertising media utilized, accounting for approximately 54% of advertising
expenditures. Advertising costs are approximately 2% of annual sales.
Seasonal Aspects: The profits of the Company historically have been
lower in the Company's second fiscal quarter than its first and third, while
profits of the Company historically have been highest in the Company's fourth
fiscal quarter. Management attributes these variations primarily to the
decrease in interstate tourist traffic during the winter months and the
increase in interstate tourist traffic during the summer months.
Working Capital: Since substantially all sales in the restaurant
industry are for cash, the Company, like most other restaurant companies, is
able and may from time to time operate with a negative working capital.
Inventories are generally financed from normal trade credit aided by rapid
turnover of the restaurant inventory.
Expansion
The Company's primary customer is the interstate traveler. Therefore,
the Company's major emphasis in the opening of new stores will continue to be
locating stores at interstate highway locations. In addition, specific major
tourist destinations will be targeted as potential locations for new units.
The Company opened thirty new stores in fiscal 1994. Five of the stores
are located on Interstate 35 in Round Rock, Texas, Norman, Oklahoma, Liberty,
Missouri, Lakeville, Minnesota, and Lacy Lakeview, Texas; three are on
Interstate 75 in Flint, Michigan, Gainesville, Florida, and Middletown, Ohio;
three are located on Interstate 80 in Austintown, Ohio, Davenport, Iowa, and
Tinley Park, Illinois; two are located on Interstate 10 in Baytown, Texas and
Lafayette, Louisiana; two are on Interstate 40 in Knoxville, Tennessee and
Oklahoma City, Oklahoma; there is one store each on Interstate 4 in Sanford,
Florida, U.S. Highway 17 in North Myrtle Beach, South Carolina, Interstate 20
in Augusta, Georgia, U.S. Highway 41 in Germantown, Wisconsin, Interstate 44 in
Joplin, Missouri, Interstate 55 in Horn Lake, Mississippi, Interstate 64 in
Newport News, Virginia, Interstate 70 in Columbus, Ohio, Interstate 77 in
Akron, Ohio, Interstate 81 in Winchester, Virginia, Interstate 94 in Battle
Creek, Michigan, Interstate 96 in Walker, Michigan, Interstate 470 in Topeka,
Kansas, Interstate 635 in Mesquite, Texas and Interstate 694 in Brooklyn
Center, Minnesota.
The Company plans to open thirty-six new stores by the end of fiscal
1995. Nine of the stores are already open; there is one each on Interstate 70
in Independence, Missouri, Interstate 35 in Lewisville, Texas, Interstate 45 in
League City, Texas, Interstate 83 in York, Pennsyvania, Interstate 24 in
Chattanooga, Tennessee, Interstate 4 in Lakeland, Florida, Interstate 494 in
Woodbury, Minnesota, Interstate 88 in Napierville, Illinois and Interstate 10
in Pensacola, Florida.
Prior to committing to a new location, the Company performs extensive
reviews of various available sites, gathering approximate cost, demographic and
traffic data. The Company utilizes in-house engineers to consult on
architectural plans, to develop engineering plans and to oversee new
construction. The Company is currently engaged in the process of seeking and
selecting new sites, negotiating purchase or lease terms and developing chosen
sites.
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It is the Company's preference to own its restaurants. The Company
presently owns 174 of its 191 stores. Currently, average cost for a new store
is approximately $600,000 for land and $1,800,000 for site work, building and
equipment. The current store size is approximately 9,700 square feet with 176
seats in the restaurant.
Employees
As of July 29, 1994, Cracker Barrel employed 21,796 people, of whom 127
were in advisory and supervisory capacities, 1,121 were in store management
positions and 12 were officers of the Company. Most of the restaurant
personnel are employed on a full-time basis. The Company has an incentive plan
for its hourly employees which is intended to lower turnover and to increase
productivity by providing a defined career path through testing and ranking of
employees. The Company's employees are not represented by any union, and
management considers its employee relations to be good.
Competition
The restaurant business is highly competitive and is often affected by
changes in the taste and eating habits of the public, local and national
economic conditions affecting spending habits, and population and traffic
patterns. The principal basis of competition in the industry is the quality
and price of the food products offered. Site selection, quality and speed of
service, advertising and the attractiveness of facilities are also important.
There are a large number of restaurants catering to the public, including
several franchised operations in the family segment of the restaurant industry,
which are substantially larger and have greater financial and marketing
resources than those of the Company and which compete directly and indirectly
in all areas in which the Company operates.
Trademarks
The Company owns certain registered copyrights, patents and trademarks
relating to the name "Cracker Barrel Old Country Store," its logo, menu, design
of building, and other aspects of its operations. The Company believes that
the use of this name has some value in maintaining the atmosphere and public
acceptance of its mode of operations.
Research and Development
While research and development are important to the Company, these
expenditures have not been material.
Compliance With Environmental Protection Requirements
Compliance with federal, state and local provisions which have been
enacted or adopted regulating the discharge of materials into the environment
should have no material effect upon capital expenditures, earnings, or the
competitive position of the Company.
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ITEM 2. PROPERTIES
The Company's present corporate headquarters and warehouse facilities are
situated on approximately 120 acres of land owned by the Company in Lebanon,
Tennessee.
In addition to the corporate facilities, the Company owns or leases the
following properties:
State Owned Leased
- - ----- ----------------- ----------------
Land Buildings Land Buildings
---- --------- ---- ---------
Tennessee 25 27 8 5
Georgia 17 17 2 2
Florida 17 17 - -
Indiana 14 13 - -
Ohio 12 12 1 -
Illinois 12 12 1 -
Texas 12 8 - -
Kentucky 9 9 2 2
North Carolina 9 9 1 -
South Carolina 7 8 2 1
Missouri 9 9 - -
Virginia 8 7 - -
Michigan 8 5 - -
Alabama 5 5 1 1
Wisconsin 6 5 - -
Minnesota 4 3 - -
Louisiana 3 3 - -
Mississippi 3 3 - -
Oklahoma 2 2 - -
West Virginia 2 2 - -
Iowa 2 2 - -
Pennsylvania 1 1 - -
Kansas 1 1 - -
See "Business-Operations" and "Business-Expansion" for additional
information on the Company's stores.
ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General
Instruction G(3) to Form 10-K, the following information is included in Part I
of this Form 10-K.
Executive Officers of the Registrant
The following table sets forth certain information concerning the
executive officers of the Company as of September 26, 1994:
Name Age Position with Registrant
- - ---- --- ------------------------
Dan W. Evins 59 Chairman of the Board,
President & Chief Executive Officer
Jimmie D. White 53 Senior Vice President,
Finance & Chief Financial Officer
Reginald M. Mudd 41 Senior Vice President
Operations & Chief Operations Officer
Michael D. Adkins 39 Vice President, Restaurant Operations
Richard G. Parsons 42 Vice President, Merchandising
Donald G. Kravitz 58 Vice President, Development
Mark W. Tanzer 37 Vice President, Product Development
Frank J. McAvoy, Jr. 46 Vice President, Operations Services
O. E. Philpot 60 Vice President, Marketing
Mattie H. Hankins 54 Vice President & Comptroller
As of the end of fiscal 1994, no executive officer had been employed less
than five years.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Since the initial public offering of the Company's common stock in
November 1981, the Company's common stock has been traded on The Nasdaq Stock
Market (National Market) with the symbol CBRL. There were 15,667
shareholders of record as of September 26, 1994.
The following table indicates the high and low sales prices of the
Company's common stock as reported on The Nasdaq Stock Market (National Market)
during the periods indicated.
Fiscal Year 1994 Prices Fiscal Year 1993 Prices
----------------------- -----------------------
Quarter High Low High Low
- - ------- ---- --- ---- ---
First $29.25 $22.50 $27.33 $20.83
Second 29.75 24.50 30.67 26.67
Third 29.13 25.00 31.00 24.75
Fourth 28.00 21.25 34.25 24.50
In September 1983 the Board of Directors of the Company initiated a policy
of declaring dividends on a quarterly basis. Prior to such date the Board
followed a policy of declaring annual dividends during the first fiscal
quarter. Quarterly dividends of $.00417 per share were paid for the first two
quarters of fiscal 1993. Dividends of $.00500 per share were paid for the last
two quarters of fiscal 1993 and all four quarters of fiscal 1994. The Company
forsees paying comparable cash dividends per share in the future.
The stock prices and dividends per share have been adjusted to reflect the
three-for-two stock split in the form of 50% stock dividends distributed to
stockholders on March 19, 1993.
The covenants relating to the $30,000,000 of 9.53% Senior Notes restrict
the payment of cash dividends and the purchase of treasury stock. Retained
earnings not restricted under the covenants were approximately $260,000,000 at
July 29, 1994.
ITEM 6. SELECTED FINANCIAL DATA
The table "Selected Financial Data" on page 17 of the Company's Annual
Report to Shareholders for the year ended July 29, 1994 (the "1994 Annual
Report") is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following portions of the 1994 Annual Report are incorporated herein
by reference:
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 18 and 19.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following portions of the 1994 Annual Report are incorporated herein
by reference:
Financial Statements and Independent Auditors' Report on pages 20
through 30.
Quarterly Financial Data (Unaudited) on page 29.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors of the
Company is incorporated herein by reference to the section entitled "Election
of Directors" in the Company's definitive proxy statement for its 1994 Annual
Meeting of Shareholders (the "1994 Proxy Statement"). The information required
by this item with respect to executive officers of the Company is set forth in
Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference
to the section entitled "Executive Compensation" in the Company's 1994 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference
to the section entitled "Security Ownership of Management" in the Company's
1994 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the section entitled "Transactions with Management" in the Company's 1994
Proxy Statement.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A. List of documents filed as part of this report:
1. The following Financial Statements and the Report of Deloitte &
Touche LLP on pages 20 through 30 of the 1994 Annual Report are
incorporated herein by reference:
Independent Auditor's Report dated September 7, 1994
Balance Sheets as of July 29, 1994 and July 30, 1993
Statements of Income for each of the three fiscal years ended
July 29, 1994, July 30, 1993 and July 31, 1992
Statements of Changes in Stockholders' Equity for each of the
three fiscal years ended July 29, 1994, July 30, 1993 and July 31, 1992
Statements of Cash Flows for each of the three fiscal years
ended July 29, 1994, July 30, 1993 and July 31, 1992
Notes to Financial Statements
2. The following supplemental schedules as of July 29, 1994, July
30, 1993 and July 31, 1992 and for each of the three fiscal years ended
July 29, 1994, July 30, 1993 and July 31, 1992 are included as required
by Item 8 of Form 10-K.
Schedule I Short-term and Long-term Investments
Schedule V Property and Equipment
Schedule VI Accumulated Depreciation and Amortization of
Property and Equipment
Schedule X Supplementary Income Statement Information
All other schedules for which provision is made in the
applicable accounting regulations of the Securities and Exchange
Commission are not required under the related instructions or are not
applicable and therefore have been omitted.
3. The exhibits listed in the accompanying Index to Exhibits on
page 18 are filed as part of this annual report
B. Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth quarter of the
fiscal year ended July 29, 1994.
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INDEPENDENT AUDITORS' REPORT
Cracker Barrel Old Country Store, Inc.:
We have audited the financial statements of Cracker Barrel Old Country
Store, Inc. (the "Company") as of July 29, 1994 and July 30, 1993, and for each
of the three fiscal years in the period ended July 29, 1994, and have issued
our report thereon dated September 7, 1994; such financial statements and
report are included in your 1994 Annual Report to shareholders and are
incorporated herein by reference. Our audits also included the financial
statement schedules of Cracker Barrel Old Country Store, Inc., listed in Item
14. These financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly in
all material respects the information set forth therein.
Deloitte & Touche LLP
Nashville, Tennessee
September 7, 1994
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CRACKER BARREL OLD COUNTRY STORE, INC. SUPPLEMENTAL SCHEDULE I
SHORT-TERM AND LONG-TERM INVESTMENTS
JULY 29, 1994
--------------------------------------------------------
Market Carrying
Name of Issuer Principal Cost Value Value
- - -------------- --------- ---- ------ -----
US Government & Agencies $ 6,000,000 $ 6,496,261 $ 6,168,750 $ 6,219,429
State Governments & Agencies 3,930,000 3,939,618 3,931,604 3,932,644
City & County Governments & Agencies:
Tennessee:
Clarksville, TN Pub Bldg Auth
Ser 1994 5,000,000 5,000,000 5,000,000 5,000,000
Nashville, TN David Lipscomb Univ IDB 2,455,000 2,455,000 2,455,000 2,455,000
Nashville, TN Water & Sewer Rev Ref 2,775,000 3,019,486 2,897,037 2,900,929
Nashville, TN Health & Educ Rev Ref 1,500,000 1,500,000 1,493,295 1,500,000
Memphis, TN Sanit & Sewer System
Rev Ref 1,000,000 1,000,670 999,190 1,000,082
Memphis/Shelby Co, TN Airport Rev Ref 660,000 660,000 659,525 660,000
Nashville, TN Pre-ref Convention Ctr 575,000 611,754 603,992 608,046
Kingsport, TN Ref Rev & Tax Water 500,000 500,000 500,000 500,000
Knox Co, TN G/O Scheduled Bonds 365,000 378,096 373,935 375,702
Murfreesboro, TN G/O Refunding 200,000 199,482 199,674 199,828
Maury Co, TN Health & Educ Fac Board 100,000 100,000 100,000 100,000
California 9,000,000 9,000,000 9,000,000 9,000,000
Ohio 2,500,000 2,500,000 2,500,000 2,500,000
Texas 1,445,000 1,519,188 1,488,244 1,495,589
Minnesota 600,000 657,279 622,530 623,173
Washington, D.C. 300,000 324,483 312,084 311,945
Auction Preferred Stock:
Muni Partners Fund II Inc ARP Ser M 4,800,000 4,800,000 4,800,000 4,800,000
Muni Partners Fund AP Ser M 3,500,000 3,500,000 3,500,000 3,500,000
Van Kampen Merritt Tr Inv Grade PA 3,000,000 3,000,000 3,000,000 3,000,000
Municipal Premium Income Tr Ser C 2,000,000 2,000,000 2,000,000 2,000,000
Van Kampen Merritt Municipal Tr Ser C 2,000,000 2,000,000 2,000,000 2,000,000
Intercapital Insured Muni Tr II Ser 22,000,000 2,000,000 2,000,000 2,000,000
Van Kampen Mer Tr Inv Grade Muni Pfd B 750,000 750,000 750,000 750,000
Muniyield Pennsylvania Insured Fund 400,000 400,000 400,000 400,000
Nuveen Premier Insured Muni Inc Fd
Ser Th 50,000 50,000 50,000 50,000
Commercial Paper 7,592,500 7,781,762 7,626,879 7,648,452
----------- ----------- ----------- -----------
Total Short-Term Investments $64,997,500 $66,143,079 $65,431,739 $65,530,819
=========== =========== =========== ===========
US Government & Agencies $11,757,000 $12,670,270 $12,017,701 $12,289,434
City & County Governments & Agencies 305,000 325,578 313,702 316,713
Commercial Paper 2,961,000 3,161,705 3,023,645 3,084,652
----------- ----------- ----------- -----------
Total Long-Term Investments $15,023,000 $16,157,553 $15,355,048 $15,690,799
=========== =========== =========== ===========
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CRACKER BARREL OLD COUNTRY STORE, INC. SUPPLEMENTAL SCHEDULE V
PROPERTY AND EQUIPMENT
Balance at Balance
Beginning Additions at end
of Year at Cost Retirements Changes of Year
YEAR ENDED JULY 29, 1994:
Land $ 83,971,175 $ 23,491,342 $ 484,982 $ 23,129 $107,000,664
Buildings & improvements 153,237,487 28,787,737 655,264 20,456,432 201,826,392
Buildings under capital leases 3,289,285 -- -- -- 3,289,285
Restaurant & other equipment 89,272,873 23,891,360 3,065,708 4,535,471 114,633,996
Leasehold improvements 7,572,204 2,059,480 167,177 -- 9,464,507
Construction in progress 25,244,569 23,715,004 24,904 (25,015,032) 23,919,637
------------ ------------ ---------- ------------ ------------
TOTAL $362,587,593 $101,944,923 $4,398,035 $ 0 $460,134,481
============ ============ ========== ============ ============
YEAR ENDED JULY 30, 1993:
Land $ 66,793,234 $ 17,178,949 $ 1,008 $ -- $ 83,971,175
Buildings & improvements 119,213,360 25,350,582 63,653 8,737,198 153,237,487
Buildings under capital leases 3,289,285 -- -- -- 3,289,285
Restaurant & other equipment 71,662,633 16,229,384 3,053,587 4,434,443 89,272,873
Leasehold improvements 6,394,972 1,366,561 209,229 19,900 7,572,204
Construction in progress 13,573,083 24,868,039 5,012 (13,191,541) 25,244,569
------------ ------------ ---------- ------------ ------------
TOTAL $280,926,567 $ 84,993,515 $3,332,489 $ 0 $362,587,593
============ ============ ========== ============ ============
YEAR ENDED JULY 31, 1992:
Land $ 48,310,450 $ 18,662,379 $ 183,556 $ 3,961 $ 66,793,234
Buildings & improvements 88,123,466 21,425,477 212,796 9,877,213 119,213,360
Buildings under capital leases 3,503,390 -- 214,105 -- 3,289,285
Restaurant & other equipment 56,163,710 16,561,606 3,486,511 2,423,828 71,662,633
Leasehold improvements 4,841,856 1,375,061 145,624 323,679 6,394,972
Construction in progress 12,799,657 13,484,483 82,376 (12,628,681) 13,573,083
------------ ------------- ---------- ------------ ------------
TOTAL $213,742,529 $ 71,509,006 $4,324,968 $ 0 $280,926,567
============ ============ ========== ============ ============
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CRACKER BARREL OLD COUNTRY STORE, INC. SUPPLEMENTAL SCHEDULE VI
ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY AND EQUIPMENT
Additions
Balance at Charged To Balance
Beginning Costs And at end
of Year Expenses Retirements Changes of Year
YEAR ENDED JULY 29, 1994:
Buildings & improvements $15,870,111 $ 5,211,501 $ 212,873 -- $20,868,739
Buildings under capital leases 2,162,579 125,650 -- -- 2,288,229
Restaurant & other equipment 37,724,426 14,732,326 2,838,502 -- 49,618,250
Leasehold improvements ,234,611 331,924 67,077 -- 1,399,458
----------- ----------- ---------- --------- -----------
TOTAL $56,991,727 $20,401,401 $3,218,452 - $74,174,676
=========== =========== ========== ========= ===========
YEAR ENDED JULY 30, 1993:
Buildings & improvements $11,885,571 $ 3,985,188 $ 648 -- $15,870,111
Buildings under capital leases 2,011,981 150,598 -- -- 2,162,579
Restaurant & other equipment 29,230,610 11,369,973 2,876,157 -- 37,724,426
Leasehold improvements 1,104,482 296,722 166,593 -- 1,234,611
----------- ----------- ---------- --------- -----------
TOTAL $44,232,644 $15,802,481 $3,043,398 -- $56,991,727
=========== =========== ========== ========= ===========
YEAR ENDED JULY 31, 1992:
Buildings & improvements $ 9,002,036 $ 3,049,089 $ 165,554 -- $11,885,571
Buildings under capital leases 2,050,898 175,188 214,105 -- 2,011,981
Restaurant & other equipment 23,031,167 9,015,377 2,815,934 -- 29,230,610
Leasehold improvements 989,399 257,392 142,309 -- 1,104,482
----------- ----------- ---------- --------- -----------
TOTAL $35,073,500 $12,497,046 $3,337,902 -- $44,232,644
=========== =========== ========== ========= ===========
15
16
CRACKER BARREL OLD COUNTRY STORE, INC. SUPPLEMENTAL SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
Charged to Cost and Expenses
For Fiscal Year
-----------------------------------------
1994 1993 1992
---- ---- ----
Maintenance and repairs $ 8,644,741 $6,726,884 $5,090,681
Advertising costs (A) $12,212,528 $9,955,902 $7,873,082
All other supplemental income statement information is not required under the
related instructions or is not applicable and therefore has been omitted.
(A) Advertising costs include sign rentals for outdoor advertising.
16
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Cracker Barrel Old Country Store, Inc. has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/D.W. Evins By: /s/Mattie H. Hankins
------------------------------ ------------------------------
D. W. Evins Mattie H. Hankins
President, CEO Vice President & Comptroller
(Principal Executive Officer)
By: /s/Jimmie D. White
------------------------------
Jimmie D. White
Senior Vice President, Finance
(Principal Financial Officer)
Date: October 24, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Company and in the capacities and on the dates indicated.
/s/James C. Bradshaw, M.D.
- - --------------------------------- ----------------------------------
James C. Bradshaw, M.D., Director Charles T. Lowe, Jr., Director
/s/B.F. Lowery
- - --------------------------------- ----------------------------------
Robert V. Dale, Director B. F. Lowery, Director
/s/Dan W. Evins /s/Gordon L. Miller
- - --------------------------------- ----------------------------------
Dan W. Evins, Director Gordon L. Miller, Director
- - --------------------------------- ----------------------------------
Edgar W. Evins, Director Martha M. Mitchell, Director
- - --------------------------------- ----------------------------------
William D. Heydel, Director James H. Stewart, Director
/s/Robert C. Hilton /s/Jimmie D. White
- - --------------------------------- ----------------------------------
Robert C. Hilton, Director Jimmie D. White, Director
/s/Charles E. Jones, Jr.
- - ---------------------------------
Charles E. Jones, Jr., Director
17
18
INDEX TO EXHIBITS
Exhibit
3(a) Charter (6)
3(b) Bylaws(1)
4(a) Note Agreement dated as of January 1, 1991,
relating to $30,000,000 of 9.53% Senior Notes (4)
10(a) Credit Agreement dated January 28, 1991,
between the Company and Wachovia Bank and
Trust Company, N.A. (4)
10(b) Lease dated August 27, 1981 for lease of
Clarksville, Tennessee, and Macon, Georgia,
stores between B. F. Lowery, general counsel
and a director, and the Company (2)
10(c) The Company's Incentive Stock Option Plan of
1982, as amended (3)
10(d) The Company's 1987 Stock Option Plan, as
amended (6)
10(e) The Company's Non-Employee Director's Stock
Option Plan, as amended (5)
10(f) The Company's Executive Employment Agreement
(3)
13 Pertinent portions, incorporated by reference herein, of the Company's
1994 Annual Report to Shareholders
22 Definitive Proxy Materials
23 Consent of Deloitte & Touche LLP
27 Financial Data Schedule (For SEC use only)
18
19
(1) Incorporated by reference to the Company's
Registration Statement on Form S-2 under the
Securities Act of 1933 (File No. 2-82257).
(2) Incorporated by reference to the Company's
Registration Statement on Form S-7 under the
Securitites Act of 1933 (File No. 2-74266).
(3) Incorporated by reference to the Company's Annual
Report on Form 10-K under the Securities Exchange
Act of 1934 for the fiscal year ended July 28, 1989
(File No. 0-7536).
(4) Incorporated by reference to the Company's
Registration Statement on Form S-3 under the
Securities Act of 1933 (File No. 33-38989).
(5) Incorporated by reference to the Company's Annual
Report on Form 10-K under the Securities Exchange
Act of 1934 for the fiscal year ended August 2, 1991
(File No. 0-7536).
(6) Incorporated by reference to the Company's
Registration Statement on Form S-8 under the
Securities Act of 1933 (File No. 33-45482).
19