SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarterly Period Ended October 29, 1999
Commission file number 0-7536
CBRL GROUP, INC.
A Tennessee Corporation I.R.S. EIN: 62-1749513
Hartmann Drive, P. O. Box 787
Lebanon, Tennessee 37088-0787
615-444-5533
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
58,633,162 Shares of Common Stock
Outstanding as of November 26, 1999
<PAGE>
PART I
Item 1. Financial Statements
CBRL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share data)
(Unaudited)
<TABLE>
<CAPTION>
October 29, July 30,
1999 1999*
---- ----
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 18,185 $ 18,262
Receivables 9,711 8,935
Inventories 115,432 100,455
Prepaid expenses 7,503 8,041
Deferred income taxes 2,457 2,457
---------- ----------
Total current assets 153,288 138,150
Property and equipment - net 1,046,011 1,020,055
Goodwill - net 110,248 111,246
Other assets 10,448 8,330
---------- ----------
Total assets $1,319,995 $1,277,781
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 56,668 $ 67,286
Accrued expenses 82,637 73,967
Current portion of long-term debt and
other long-term obligations 2,700 2,700
---------- ----------
Total current liabilities 142,005 143,953
---------- ----------
Long-term debt 342,000 312,000
---------- ----------
Other long-term obligations 30,762 30,821
---------- ----------
Shareholders' equity:
Preferred stock - 100,000,000 shares of $.01 par
value authorized, no shares issued -- --
Common stock - 400,000,000 shares of $.01 par
value authorized, at October 29, 1999,
62,600,662 shares issued and 58,633,162 shares
outstanding and at July 30, 1999, 62,595,662
shares issued and 58,628,162 shares outstanding 626 626
Additional paid-in capital 283,766 283,724
Retained earnings 604,307 590,128
---------- ----------
888,889 874,478
Less treasury stock, at cost, 3,967,500 shares (83,471) (83,471)
---------- ----------
Total shareholders' equity 805,228 791,007
---------- ----------
Total liabilities and shareholders' equity $1,319,995 $1,277,781
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
(*)This condensed consolidated balance sheet has been derived from the
audited consolidated balance sheet as of July 30, 1999.
<PAGE>
CBRL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended
-------------
October 29, October 30,
1999 1998
---- ----
<S> <C> <C>
Net sales $422,421 $351,496
Franchise fees and royalties 186 --
-------- --------
Total revenue 422,607 351,496
Cost of goods sold 145,759 118,761
-------- --------
Gross profit 276,848 232,735
Labor & other related expenses 153,220 118,381
Other store operating expenses 70,358 53,663
-------- --------
Store operating income 53,270 60,691
General and administrative 23,369 18,900
Amortization of goodwill 998 156
-------- --------
Operating income 28,903 41,635
Interest expense 5,329 785
Interest income 31 565
-------- --------
Income before income taxes 23,605 41,415
Provision for income taxes 9,133 15,282
-------- --------
Net income $ 14,472 $ 26,133
======== ========
Net earnings per share:
Basic $ .25 $ .42
======== ========
Diluted $ .25 $ .42
======== ========
Weighted average shares:
Basic 58,629 62,151
======== ========
Diluted 58,721 62,667
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
CBRL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
October 29, October 30,
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $14,472 $26,133
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 15,390 12,130
Gain on disposition of property and equipment (269) (230)
Changes in assets and liabilities:
Inventories (14,977) (19,516)
Other assets (2,155) (623)
Accounts payable (10,618) (5,281)
Other current assets and liabilities 8,432 12,205
------- -------
Net cash provided by operating activities 10,275 24,818
------- -------
Cash flows from investing activities:
Purchase of property and equipment (40,758) (29,653)
Proceeds from sale of property and equipment 716 500
------- -------
Net cash used in investing activities (40,042) (29,153)
------- -------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 76,500 --
Principal payments under long-term debt and other
Long-term obligations (46,559) (24)
Proceeds from exercise of stock options 42 598
Treasury stock purchases -- (33,614)
Dividends on common stock (293) (312)
------- -------
Net cash provided by (used in) financing activities 29,690 (33,352)
------- -------
Net decrease in cash and cash equivalents (77) (37,687)
Cash and cash equivalents, beginning of period 18,262 62,593
------- -------
Cash and cash equivalents, end of period $18,185 $24,906
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the three months for:
Interest $ 5,311 $ 853
Income taxes 1,221 1,296
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
CBRL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)
1. Condensed Consolidated Financial Statements
-------------------------------------------
The condensed consolidated balance sheet as of October 29, 1999 and the
related condensed consolidated statements of income and cash flows for the
quarters ended October 29, 1999 and October 30, 1998, have been prepared by CBRL
Group, Inc., formerly Cracker Barrel Old Country Store, Inc., (the "Company")
without audit; in the opinion of management, all adjustments for a fair
presentation of such condensed consolidated financial statements have been made.
These condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in the Company's Annual Report on Form 10-K for the year ended July
30, 1999.
Deloitte & Touche LLP, the Company's independent accountants, have
performed a limited review of the financial information included herein. Their
report on such review accompanies this filing.
2. Income Taxes
------------
The provision for income taxes for the quarter ended October 29, 1999 has
been computed based on management's estimate of the tax rate for the entire
fiscal year of 38.7%. The variation between the statutory tax rate and the
effective tax rate is due primarily to employer tax credits for FICA taxes paid
on employee tip income. The Company's effective tax rates for the quarter ended
October 30, 1998 and for the entire fiscal year of 1999 were 36.9% and 37.8%,
respectively.
3. Seasonality
-----------
The sales and profits of the Company are affected significantly by seasonal
travel and vacation patterns because of its interstate highway locations.
Historically, the Company's greatest sales and profits have occurred during the
period of June through August. Early December through the last part of February,
excluding the Christmas holidays, has historically been the period of lowest
sales and profits. Therefore, the results of operations for the quarter ended
October 29, 1999 cannot be considered indicative of the operating results for
the full fiscal year.
4. Earnings per Share and Weighted Average Shares
----------------------------------------------
Basic earnings per share are computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding
for the reporting period. Diluted earnings per share reflects the potential
dilution that could occur if securities, options or other contracts to issue
common stock were exercised or converted into common stock. Outstanding stock
options issued by the Company represent the only dilutive effect reflected in
diluted weighted average shares.
5. Comprehensive Income
--------------------
Comprehensive income is defined as the change in equity of a business
enterprise during a period from transactions and other events and circumstances
from non-owner sources. There is no difference between comprehensive income and
net income as reported by the Company for all periods shown.
<PAGE>
6. Segment Reporting
-----------------
The Company manages its business on the basis of one reportable operating
segment. All of the Company's operations are located within the United States.
The following data are presented in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 131 for all periods presented.
<TABLE>
<CAPTION>
Quarter Ended
---------------------------
October 29, October 30,
1999 1998
---- ----
<S> <C> <C>
Net sales:
Restaurant $332,454 $269,693
Retail 89,967 81,803
-------- --------
Total net sales $422,421 $351,496
======== ========
</TABLE>
7. Recent Accounting Pronouncements Adopted
----------------------------------------
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use." SOP 98-1 provides guidance on
when costs incurred for internal-use computer software are capitalized or
expensed and guidance on whether computer software is for internal use. In April
1998, SOP 98-5, "Reporting of the Costs of Start-up Activities," was issued. SOP
98-5 requires that the Company expense start-up costs of new stores as incurred
rather than when the store opens as was the Company's previous practice. SOP
98-1 and 98-5 are effective for fiscal years beginning after December 15, 1998.
The Company adopted SOP 98-1 and 98-5 in the first quarter of fiscal 2000. The
adoption of SOP 98-1 and 98-5 did not have a material effect on net income for
the three months ended October 29, 1999.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
All dollar amounts reported or discussed in Item 2 are shown in thousands.
Except for specific historical information, many of the matters discussed in
this Form 10-Q 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 that involve risks, uncertainties and other factors which may cause
the actual performance of CBRL Group, Inc. to differ materially from those
expressed or implied by these statements. Factors which will affect actual
results include, but are not limited to: the availability and costs of
acceptable sites for development; the effect of increased competition at Company
locations on employee recruiting and retention, labor costs and restaurant
sales; the ability of the Company to recruit, train and retain restaurant
personnel; the acceptance of the Cracker Barrel Old Country Store(R) and Logan's
Roadhouse(R) concepts as the Company continues to expand into new geographic
regions; changes in or implementation of additional governmental rules and
regulations affecting wage and hour matters, health and safety and other areas
affected by governmental actions; the effects of local or regional Year
2000-related computer failures on utilities and suppliers serving the Company;
and other factors described from time to time in the Company's filings with the
Securities and Exchange Commission, press releases and other communications.
Results of Operations
The following table highlights operating results by percentage
relationships to total revenue for the quarter ended October 29, 1999 as
compared to the same period a year ago:
<TABLE>
<CAPTION>
Quarter Ended
October 29, October 30,
1999 1998
---- ----
<S> <C> <C>
Net sales 100.0% 100.0%
Franchise fees and royalties -- --
----- -----
Total revenue 100.0 100.0
Cost of goods sold 34.5 33.8
----- -----
Gross profit 65.5 66.2
Labor & other related expenses 36.3 33.7
Other store operating expenses 16.6 15.2
----- -----
Store operating income 12.6 17.3
General and administrative 5.5 5.4
Amortization of goodwill 0.2 --
----- -----
Operating income 6.9 11.9
Interest expense 1.3 0.3
Interest income -- 0.2
----- -----
Income before income taxes 5.6 11.8
Provision for income taxes 2.2 4.4
----- -----
Net income 3.4% 7.4%
===== =====
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Cracker Barrel Old Country Store Comparable Store Sales Analysis
326 Store Average
-----------------
Quarter Ended
---------------------------
October 29, October 30,
1999 1998
---- ----
<S> <C> <C>
Net sales:
Restaurant $724.0 $746.7
Retail 218.3 222.0
------ ------
Total net sales $942.3 $968.7
====== ======
</TABLE>
Total Revenue
- -------------
Total revenue for the first quarter of fiscal 2000 increased 20% compared
to last year's first quarter. At the Cracker Barrel Old Country Store concept,
comparable store restaurant sales decreased 3.0% and comparable store retail
sales decreased 1.7%, for a combined comparable store sales (total net sales)
decrease of 2.7%. Comparable store restaurant sales decreased primarily due to
an effective 3.4% menu decrease for the quarter partially offset by customer
traffic increase of 0.4%. Comparable store retail sales decreased primarily due
to the assortment of retail items in the stores versus the prior year. At the
Logan's Roadhouse concept, comparable store sales increased 4.0%, which included
approximately a 2.0% traffic increase. Sales from new Cracker Barrel and Logan's
Roadhouse stores accounted for the balance of the total revenue increase in the
first quarter.
Cost of Goods Sold
- ------------------
Cost of goods sold as a percentage of total revenue for the quarter ended
October 29, 1999 increased to 34.5% from 33.8% in the first quarter of last
year. This increase was primarily due to the menu decrease at Cracker Barrel,
lower initial retail mark-ons at Cracker Barrel and higher retail shrinkage
accrual versus the prior year partially offset by lower dairy costs and the
benefit to cost of goods sold from the inclusion of Logan's Roadhouse, which has
lower cost of goods as a percentage of total revenue than Cracker Barrel.
Labor and Other Related Expenses
- --------------------------------
Labor and other related expenses include all direct and indirect labor and
related costs incurred in store operations. Labor and other related expenses as
a percentage of total revenue increased to 36.3% in the first quarter this year
from 33.7% last year. This increase was primarily due to increased Cracker
Barrel restaurant labor hours to improve guest service, non-tipped, hourly
employee wage inflation at Cracker Barrel stores of approximately 6%, increases
in Cracker Barrel's field management salary structure to attract and retain
quality store managers, and increased costs related to a new group health plan
implemented in January 1999. These increases were partially offset by lower
bonus payouts under the Cracker Barrel store-level bonus program and the benefit
to labor expense from adding Logan's Roadhouse, which has lower labor as a
percentage of total revenue than Cracker Barrel.
Other Store Operating Expenses
- ------------------------------
Other store operating expenses include all unit-level operating costs, the
major components of which are operating supplies, repairs and maintenance,
advertising expenses, utilities and depreciation. Other store operating expenses
as a percentage of total revenue increased to 16.6% in the first quarter of
fiscal 2000 from 15.2% in the first quarter of last year. This increase was
primarily due to the effect of lower sales volumes on fixed costs as a
percentage of total revenue at Cracker Barrel and the inclusion of Logan's
Roadhouse, which has higher other store operating expenses as a percentage of
total revenue than Cracker Barrel.
<PAGE>
General and Administrative Expenses
- -----------------------------------
General and administrative expenses as a percentage of total revenue
increased to 5.5% in the first quarter of fiscal 2000 from 5.4% in the first
quarter of last year. The primary reason for the increase was the increased
legal expenses at Cracker Barrel.
Interest Expense
- ----------------
Interest expense increased to $5,329 in the first quarter of fiscal 2000
from $785 in the first quarter of last year. The increase primarily resulted
from higher average debt outstanding during the quarter as compared to last year
reflecting debt added to finance the Logan's acquisition in the third quarter of
last year and to finance share repurchases throughout all of last year.
Interest Income
- ---------------
Interest income decreased to $31 in the first quarter of fiscal 2000 from
$565 in the first quarter of last year. The decrease was primarily due to lower
average funds available for investment.
Provision for income taxes
- --------------------------
The provision for income taxes as a percent of pretax income increased to
38.7% in the first quarter of fiscal 2000 from 36.9% during the same period a
year ago. The increase in tax rate was primarily due to the non-deductibility of
goodwill and costs related to the acquisition of Logan's Roadhouse.
Recent Accounting Pronouncements Not Yet Adopted
- ------------------------------------------------
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued, but was subsequently amended by SFAS No. 137.
This statement specifies how to report and display derivative instruments and
hedging activities. This statement is effective for fiscal years beginning after
June 15, 2000. The Company will adopt SFAS No. 137 in the first quarter of
fiscal 2001. The Company is currently evaluating the effect of adopting SFAS No.
133, but does not expect the adoption of SFAS No. 133 to have a material effect
on the Company's consolidated financial statements.
Year 2000
- ---------
Many software applications and computer operational programs written in the
past were not designed to recognize calendar dates beginning in the Year 2000.
The failure of such applications or systems used by the Company or by its
material suppliers to properly recognize the dates beginning in the Year 2000
could result in miscalculations or systems failures which potentially could have
an adverse effect on the Company's operations.
The Company's Year 2000 preparations began in fiscal 1998. The preparations
included identification, assessment, and testing of all Company software,
hardware and equipment that could be affected by the Year 2000 issue and
remedial action, where necessary, followed by further testing. Analysis to
identify internal Year 2000 deficiencies has been conducted and an inventory of
systems designated as critical has been developed. As the Year 2000 remediation
efforts progressed, the Company first focused, wherever possible, on those
systems designated critical. The Company has completed the Year 2000 analysis
and has substantially completed the remediation efforts for all deficiencies
found. The Company's estimated total cost of analysis and remediation of the
Year 2000 issues is not anticipated to have a material adverse effect on the
Company's consolidated financial position, results of operations or cash flows.
The Company has also contacted material suppliers of products and services
to determine the extent to which the Company may be vulnerable to such
suppliers' failures to resolve their own Year 2000 compliance issues. To assess
the Year 2000 risks to the Company's continuity of supply of products and
services, an inventory of material suppliers was compiled. These suppliers were
sent letters and questionnaires requesting information as to the status of their
Year 2000 readiness and certification that their information systems are Year
2000 compliant. Based on responses received from most of these suppliers, it
appears that Year 2000 issues are being addressed. The Company has not verified
the contents, nor is it the source, of Year 2000 statements incorporated, or
relied upon by the Company, in this disclosure from persons or entities other
than the Company. The Company is continuing to pursue responses from material
suppliers that have not responded to date and will discuss with them any
material Year 2000 concerns that are identified.
<PAGE>
The Company anticipates timely completion of the internal Year 2000
readiness efforts. However, if new systems cannot be implemented on a timely
basis, modifications to existing systems cannot be accomplished on a timely
basis, information technology resources do not remain available, or other
unanticipated events occur, there could be material adverse effects on the
Company's consolidated financial position, results of operations and cash flows.
As part of the Year 2000 readiness efforts, the Company is developing
contingency plans to identify activities which will need to be performed in the
event of internal systems failures. The contingency plans have been
substantially completed. Although the Company has not yet been informed of
material Year 2000 issues by its material suppliers, there is no assurance that
these suppliers will be Year 2000 compliant on a timely basis. Similarly, the
Company has no reliable information concerning the expected Year 2000 effects on
the nation's securities markets, banking system and utilities and other
infrastructure. The Company therefore relies generally on the ability of the
federal government and its agencies, such as the IRS and SEC to effectively
address such issues on a national scale. Unanticipated failures or significant
delays in furnishing products or services by material suppliers or general
public infrastructure service providers could have a material adverse effect on
the Company's consolidated financial position, results of operations and cash
flows. Where practicable, the Company is assessing and attempting to mitigate
its risks with respect to the failure of its material suppliers and public
infrastructure to be Year 2000 ready as part of its contingency planning. In the
worst case reasonably to be expected, assuming that the nation's financial
system and overall public infrastructure continues to operate substantially as
they had prior to the Year 2000, some of the Company's internal systems may fail
to operate properly and some of its material suppliers may fail to perform
effectively or may fail to timely or completely deliver products. In those
circumstances, the Company expects to be able to conduct all of its necessary
business operations manually and to obtain necessary products from alternative
suppliers and business operations would generally continue; however, there would
be some disruption which could have a material adverse effect on the Company's
consolidated financial position, results of operations and cash flows. The
Company has no basis upon which to reasonably analyze the psychological or other
direct or indirect effects on its guests, and consumers generally, from Year
2000 issues or experiences unrelated to the Company. The actual effect, if any,
on the Company's consolidated financial position, results of operations or cash
flows from the failure of its internal systems or of its material suppliers to
be Year 2000 ready can not be reasonably predicted.
Liquidity and Capital Resources
- -------------------------------
The Company's operating activities provided net cash of $10,275 for the
three-month period ended October 29, 1999. Most of this cash was provided by net
income adjusted for depreciation and amortization. Increases in inventories,
other current assets and other assets and decreases in accounts payable were
partially offset by increases in other current liabilities.
Capital expenditures were $40,758 for the three-month period ended October
29, 1999. Land purchases and the construction of new stores accounted for
substantially all of these expenditures. Capitalized interest was $460 for the
quarter ended October 29, 1999 as compared to $404 for the quarter ended October
30, 1998. This difference was primarily due to the acquisition of Logan's
Roadhouse in the third quarter of last year partially offset by the timing of
Cracker Barrel new store construction in fiscal 2000 as compared to the same
period a year ago.
The Company's internally generated cash along with cash at July 30, 1999
and the Company's available revolver, were sufficient to finance all of its
growth in the first three months of fiscal 2000.
The Company estimates that its capital expenditures for fiscal 2000 will be
approximately $135,000 substantially all of which will be land purchases and the
construction of new stores. During the first quarter of fiscal 2000, the Company
received net proceeds of $30,000 from its revolving credit facility to fund its
expansion. On September 30, 1999, the Company increased its bank credit facility
an additional $40,000 to $390,000. Management believes that cash at October 29,
1999, along with cash generated from the Company's operating activities and its
available revolver, will be sufficient to finance its continued operations, its
presently authorized second 3 million share stock buyback program and its
continued expansion plans through fiscal 2000. The Company is not currently
buying back any of its stock in order to conserve its cash and maintain its
financial flexibility until the operations at its Cracker Barrel concept improve
further.
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There are no material changes to the disclosure made in the Company's
Annual Report on Form 10-K for the year ended July 30, 1999 regarding this
matter.
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
CBRL Group, Inc.
Lebanon, Tennessee
We have reviewed the accompanying condensed consolidated balance sheet of CBRL
Group, Inc. and subsidiaries (formerly Cracker Barrel Old Country Store, Inc.)
as of October 29, 1999, and the related condensed consolidated statements of
income and cash flows for the quarters ended October 29, 1999 and October 30,
1998. These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of CBRL Group, Inc. and subsidiaries
(formerly Cracker Barrel Old Country Store, Inc.) as of July 30, 1999, and the
related consolidated statements of income, shareholders' equity, and cash flows
for the year then ended (not presented herein); and in our report dated
September 8, 1999, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of July 30, 1999 is fairly stated, in
all material respects, in relation to the consolidated balance sheet from which
it has been derived.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
December 9, 1999
<PAGE>
PART II
Item 1. Legal Proceedings
-----------------
As reported in Part I, Item 3 of the Company's Form 10-K filed
October 26, 1999, the Company's Cracker Barrel Old Country
Store, Inc. subsidiary is involved in two lawsuits which are
not ordinary, routine litigation incidental to its business.
The disclosure made in that item is incorporated in this Form
10-Q by this reference.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults Upon Senior Securities
-------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
A. The Annual Meeting of shareholders was held November 23, 1999.
B. Election of Directors: All members of the Board of Directors are
elected annually. The following directors were re-elected for
one-year terms of office: James C. Bradshaw, Robert V. Dale, Dan
W. Evins, Edgar W. Evins, Robert C. Hilton, Charles E. Jones,
Jr., Charles T. Lowe, Jr., B. F. Lowery, Gordon L. Miller, Martha
M. Mitchell and Jimmie D. White. Michael A. Woodhouse was elected
to the Board of Directors for the first time.
C. Other Matters:
Proposal 1 - Election of Directors.
FOR ABSTAIN
James C. Bradshaw 48,426,388 794,210
Robert V. Dale 48,427,698 792,900
Dan W. Evins 48,198,407 1,022,191
Edgar W. Evins 48,377,919 842,679
Robert C. Hilton 48,422,725 797,873
Charles E. Jones, Jr. 48,390,806 829,792
Charles T. Lowe, Jr. 48,409,189 811,409
B.F. Lowery 48,375,686 844,912
Gordon L. Miller 48,389,072 831,526
Martha M. Mitchell 48,382,310 838,288
Jimmie D. White 48,390,164 830,434
Michael A. Woodhouse 48,379,121 841,477
Proposal 2 - To approve the selection of Deloitte and Touche LLP
as the Company's independent auditors for the 2000 fiscal year.
<PAGE>
Votes cast for 48,909,408
----------
Votes cast against 174,371
----------
Votes cast to abstain 136,819
----------
Proposal 3 - To consider and take action on a shareholder
proposal requesting that the Board of Directors implement
non-discriminatory policies relating to sexual orientation.
Votes cast for 3,213,714
----------
Votes cast against 26,127,706
----------
Votes cast to abstain 2,138,025
----------
Broker non-votes 17,741,153
----------
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following exhibits are filed pursuant to Item 601 of
Regulation S-K
(15)Letter regarding unaudited financial information.
(b) The Company filed a Current Report on Form 8-K on September 21,
1999 pursuant to Item 5 of such form to announce a Shareholder
Common Stock Purchase Rights
Plan.
<PAGE>
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 thereunto duly authorized.
CBRL GROUP, INC.
Date: 12/9/99 By /s/Lawrence E. White
------- ------------------------------------------------
Lawrence E. White, Senior Vice President/Finance
and Chief Financial Officer
Date: 12/9/99 By /s/Patrick A. Scruggs
------- ------------------------------------------------
Patrick A. Scruggs, Assistant Treasurer
<PAGE>
December 9, 1999
CBRL Group, Inc.
Lebanon, Tennessee 37088-0787
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of CBRL Group, Inc. (formerly Cracker Barrel Old Country Store,
Inc.) for the quarters ended October 29, 1999 and October 30, 1998, as indicated
in our report dated December 9, 1999; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended October 29, 1999, is
incorporated by reference in Registration Statement Nos. 2-86602, 33-15775,
33-37567, 33-45482, 333-01465 and 333-81063 on Forms S-8 and Registration
Statement Nos. 33-59582 and 333-74363 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENT OF CBRL GROUP, INC. AND SUBSIDIARIES FOR THE
THREE MONTHS ENDED OCTOBER 29, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001067294
<NAME> CBRL GROUP, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-28-2000
<PERIOD-START> JUL-31-1999
<PERIOD-END> OCT-29-1999
<CASH> 18,185
<SECURITIES> 0
<RECEIVABLES> 9,711
<ALLOWANCES> 0
<INVENTORY> 115,432
<CURRENT-ASSETS> 153,288
<PP&E> 1,285,950
<DEPRECIATION> 239,939
<TOTAL-ASSETS> 1,319,995
<CURRENT-LIABILITIES> 142,005
<BONDS> 342,000
0
0
<COMMON> 626
<OTHER-SE> 804,602
<TOTAL-LIABILITY-AND-EQUITY> 1,319,995
<SALES> 422,421
<TOTAL-REVENUES> 422,607
<CGS> 145,759
<TOTAL-COSTS> 223,578
<OTHER-EXPENSES> 24,367
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,329
<INCOME-PRETAX> 23,605
<INCOME-TAX> 9,133
<INCOME-CONTINUING> 14,472
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,472
<EPS-BASIC> .25
<EPS-DILUTED> .25
</TABLE>
