Summary of Significant Accounting Policies (Policies) |
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Jul. 29, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
| GAAP |
GAAP – The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted
accounting principles in the U.S. (“GAAP”).
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| Fiscal year |
Fiscal year – The Company’s fiscal
year ends on the Friday nearest July 31st and each quarter consists of thirteen weeks unless noted otherwise. References in these Notes to a year or quarter are to the Company’s fiscal year or quarter unless noted otherwise.
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| Principles of consolidation |
Principles of consolidation – The Consolidated Financial Statements include the accounts of the Company and its
subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances have been eliminated.
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| Investment in unconsolidated subsidiary |
Investment in unconsolidated subsidiary – Effective July 18, 2019, the Company
purchased approximately 58.6% of the economic ownership interest, and approximately 49.7% of the voting interest, in PBS HoldCo, LLC (“PBS HC”). PBS HC and its subsidiaries developed, owned, and operated food, beverage and entertainment establishments under
the name of Punch Bowl Social (“PBS”). Since the Company had the ability to exercise significant influence, but not control, over PBS HC, the Company accounted for its investment in PBS HC under the equity method. Accordingly, the Company
recognized its proportionate share of the reported losses of PBS HC adjusted for basis differences on its consolidated statement of income (loss) and as an adjustment to the Company’s investment in unconsolidated subsidiary on the consolidated
balance sheet.
During the course of the COVID-19 pandemic, PBS Holdco’s wholly-owned subsidiary and principal operating company, PBS
BrandCo, LLC (“Brandco”) suffered unsustainable disruption to its business across the chain and suspended all operations. As a result, the Company recorded a loss of $132,878, which represented the Company’s equity investment in PBS HC and the principal and accumulated interest under the outstanding unsecured indebtedness of PBS HC held by the Company. This loss is recorded in
the net loss in unconsolidated subsidiary line on the Company’s Consolidated Statement of Income (Loss) in 2020.
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| Cash and cash equivalents |
Cash and cash equivalents – The Company’s policy is to consider all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
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| Accounts receivable |
Accounts receivable – Accounts receivable represent their estimated net realizable value. Accounts receivable are
written off when they are deemed uncollectible.
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| Inventories |
Inventories – Cost of restaurant inventory is determined by the first-in, first-out (“FIFO”) method. Retail inventories
are valued using the retail inventory method (“RIM”) except at the retail distribution center which are valued using moving average cost. Approximately 60%
to 70% of retail inventories are valued using RIM. Retail inventories valued using RIM are stated at the lower of cost or market. Cost
of restaurant inventory and retail inventory valued using moving average cost are stated at the lower of cost and net realizable value. See Note 4 for additional information regarding the components of inventory.
Valuation provisions are included for retail inventory obsolescence, retail inventory shrinkage, returns and
amortization of certain items. The estimate of retail inventory shrinkage is adjusted upon physical inventory counts. Annual physical inventory counts are conducted based upon a cyclical inventory schedule. An estimate of shrinkage is recorded for
the time period between physical inventory counts by using a two-year average of the physical inventories’ results on a store-by-store
basis.
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| Property and equipment |
Property and equipment – Property and equipment are stated at cost. For financial reporting purposes, depreciation and
amortization on these assets are computed by use of the straight-line and double-declining balance methods over the estimated useful lives of the respective assets, as follows:
Accelerated depreciation methods are generally used for income tax purposes.
Total depreciation expense and depreciation expense related to store operations for each of the three years are as
follows:
*Depreciation
expense related to store operations is included in other store operating expenses in the Consolidated Statements of Income.
Gain or loss is recognized upon disposal of property and equipment. The asset and related accumulated depreciation and
amortization amounts are removed from the accounts.
Maintenance and repairs, including the replacement of minor items, are charged to expense and major additions to
property and equipment are capitalized.
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| Impairment of long-lived assets |
Impairment of long-lived assets – The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be
recoverable. Recoverability of assets is measured by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total expected future cash flows are less than the carrying value
of the asset, the carrying value is written down, for an asset to be held and used, to the estimated fair value or, for an asset to be disposed of, to the fair value, net of estimated costs of disposal. Any loss resulting from impairment is
recognized by a charge to income. During 2020, certain Cracker Barrel and MSBC locations were determined to be impaired and the Company recorded an impairment charge of $22,496,
which is included in the impairment line on the Consolidated Statement of Income (Loss).
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| Goodwill and other intangible assets |
Goodwill and other intangible assets – The Company accounts for all transactions that represent business combinations using the
acquisition method of accounting, where the identifiable assets acquired and the liabilities assumed are recognized and measured at their fair values on the date the Company obtains control in the acquiree. Such fair values that are not finalized for
reporting periods following the acquisition date are estimated and recorded as estimated amounts. Adjustments to these estimated amounts during the measurement period (defined as the date through which all information required to identify and
measure the consideration transferred, the assets acquired and the liabilities assumed has been obtained, limited to one year from the acquisition date) are recorded when identified. Goodwill is determined as the excess of the fair value of the
consideration conveyed in the acquisition over the fair value of the net assets acquired. Goodwill and other intangibles will be evaluated for impairment annually on June 1 and when an event occurs or circumstances change that, more likely than not,
reduce the fair value of the reporting unit below its carrying value. At July 29, 2022 and July 30, 2021, the Company does not have any reporting units that are at risk of failing step one of the impairment test. At both July 29, 2022 and July 30, 2021, goodwill of $4,690 consisted of the
Company’s acquisition of its 100% ownership of Maple Street Biscuit Company (“MSBC”), a breakfast and lunch fast casual concept.
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| Convertible Senior Notes |
Convertible Senior Notes – In June 2021, the Company completed a $300,000 principal aggregate amount private offering of 0.625%
convertible Senior Notes due in 2026 (the “Notes”). In accordance with accounting guidance on embedded conversion features indexed to and settled in equity, the Company valued and bifurcated the conversion option associated with the Notes from the
respective host debt instrument. The carrying amount of the equity is recorded as a debt discount and represents the difference between the proceeds from the issuance of the Notes and the fair value of the liability component of the Notes. The
significant assumptions used in the fair value of the liability component of the Notes were risk-free rate, discount rate based on the Company’s implied credit spread and term of the Notes, expected volatility of the Company’s stock price and
dividend yield. The resulting debt discount on the Notes is amortized to interest expense using the effective interest method over the contractual term of the Notes. In addition, the debt issuance costs related to the issuance of the Notes were
allocated between the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component were recorded as a contra-liability and are presented net against the Notes balance on the Company’s
consolidated balance sheets. These costs are amortized to interest expense using the effective interest method over the term of the Notes.
Due to the Company’s adoption of new accounting guidance for convertible instruments on July 31, 2021, the Company no longer bifurcates the Notes into a liability and an equity component in the Company’s Condensed Consolidated Balance
Sheets (see Accounting for Convertible Instruments under Recent Accounting Pronouncements Adopted section below for additional information regarding the adoption of this new accounting guidance). Upon adoption of this new accounting guidance, the
Notes are accounted for entirely as a liability, and the issuance costs of the Notes are accounted for wholly as debt issuance costs. The equity conversion feature that was recorded to equity, as well as the unamortized debt discount and
amortization expense attributable to equity, have been derecognized.
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| Derivative instruments and hedging activities |
Derivative instruments and hedging activities – The Company is exposed to market risk, such
as changes in interest rates and commodity prices. The Company has interest rate risk relative to its outstanding borrowings under the revolving credit facility (see Note 5). The Company’s policy has been to manage interest cost using a mix of
fixed and variable rate debt. To manage this risk in a cost-efficient manner, prior to 2022, the Company used derivative instruments, specifically interest rate swaps. In the fourth quarter of 2021, the Company terminated all of its interest rate
swaps and issued the Notes (see discussion above under “Convertible Senior Notes” and Note 5 for further information).
Prior to the termination of the interest rate swaps in the fourth quarter of 2021, all of the Company’s interest rate swaps were accounted for as cash flow hedges. For derivative instruments that were designated
and qualify as a cash flow hedge, the gain or loss on the derivative instrument was reported as a component of other comprehensive income and reclassified into earnings in the same period during which the hedged transaction affects earnings and was
presented in the same statement of income (loss) line item as the earnings effect of the hedged item. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness, if any, will be
recognized currently in earnings in the same statement of income (loss) line item as the earnings effect of the hedged item. The Company did not elect to reclassify income tax effects resulting from the Tax Cuts and Jobs Act to retained earnings;
income tax effects are released on an individual basis to income tax expense (benefit).
Companies may elect whether or not to offset related assets and liabilities and report the net amount on their financial
statements if the right of setoff exists. Under a master netting agreement, the Company has the legal right to offset the amounts owed to the Company against amounts owed by the Company under a derivative instrument that exists between the Company
and a counterparty. When the Company is engaged in more than one outstanding derivative transaction with the same counterparty and also has a legally enforceable master netting agreement with that counterparty, its credit risk exposure is based on
the net exposure under the master netting agreement. If, on a net basis, the Company owes the counterparty, the Company regards its credit exposure to the counterparty as being zero.
The Company does not hold or use derivative instruments for trading purposes. The Company also does not have any
derivatives not designated as hedging instruments and has not designated any non-derivatives as hedging instruments. See Note 6 for additional information on the Company’s derivative and hedging activities.
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| Segment reporting |
Segment reporting – Operating segments are components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Using these criteria, the Company manages its business on the basis of one reportable operating segment (see Note 8 for additional information regarding segment reporting).
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| Unredeemed gift cards and certificates |
Unredeemed gift cards and certificates – Unredeemed gift cards and certificates represent a liability of the Company
related to unearned income and are recorded at their expected redemption value. No revenue is recognized in connection with the point-of-sale transaction when gift cards or gift certificates are sold. For those states that exempt gift cards and
certificates from their escheat laws, the Company makes estimates of the ultimate unredeemed (“breakage”) gift cards and certificates in the period of the original sale and amortizes this breakage over the redemption period that other gift cards and
certificates historically have been redeemed by reducing its liability and recording revenue accordingly. For those states that do not exempt gift cards and certificates from their escheat laws, the Company records breakage in the period that gift
cards and certificates are remitted to the state and reduces its liability accordingly. Any amounts remitted to states under escheat or similar laws reduce the Company’s deferred revenue liability and have no effect on revenue or expense while any
amounts that the Company is permitted to retain are recorded as revenue. See “Revenue recognition” section in this Note for further information regarding breakage.
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| Revenue recognition |
Revenue recognition – Revenue consists primarily of sales from restaurant and retail operations. The Company recognizes
revenue when it satisfies a performance obligation by transferring control over a product or service to a restaurant guest, retail customer or other customer. The Company recognizes revenues from restaurant sales when payment is tendered at the
point of sale, as the Company’s performance obligation to provide food and beverages is satisfied. The Company recognizes revenues from retail sales when payment is tendered at the point of sale, as the Company’s performance obligation to provide
merchandise is satisfied. Ecommerce sales, including shipping revenue, are recorded upon delivery to the customer. Additionally, the Company provides for estimated returns based on return history and sales levels. The Company’s policy is to
present sales in the Consolidated Statements of Income on a net presentation basis after deducting sales tax.
Included in restaurant and retail revenue is gift card breakage. Customer purchases of gift cards, to be utilized at
the Company’s stores, are not recognized as sales until the card is redeemed and the customer purchases food and/or merchandise. Gift cards do not carry an expiration date; therefore, customers can redeem their gift cards indefinitely. A certain
number of gift cards will not be fully redeemed. Management estimates unredeemed balances and recognizes gift card breakage revenue for these amounts in the Company’s Consolidated Statements of Income over the expected redemption period. Gift card
breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines that there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The
determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. The Company recognizes gift card breakage by applying its estimate of the rate of gift card breakage over the period of estimated
redemption. For 2022, 2021 and 2020, gift card breakage was $9,572, $6,349, and $6,288, respectively. Revenue recognized in the
Consolidated Statements of Income (Loss) for 2022, 2021 and 2020, respectively, for the redemption of gift cards which were included in the deferred revenue balance at the beginning of the fiscal year was $42,169, $42,266, and $36,756, respectively. Deferred revenue related to the Company’s gift cards was $93,569
and $93,098, respectively, at July 29, 2022 and July 30, 2021.
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| Insurance |
Insurance – The Company self-insures a significant portion of its workers’ compensation and general liability programs.
The Company purchases insurance for individual workers’ compensation claims that exceed $300, $750 or $1,000 depending on the state in which the claim
originates. The Company purchases insurance for individual general liability claims that exceed $500.
The Company records a reserve for workers’ compensation and general liability for all unresolved claims and for an
estimate of incurred but not reported claims (“IBNR”). These reserves and estimates of IBNR claims are based upon a full scope actuarial study which is performed annually at the end of the Company’s third quarter and is adjusted by the actuarially
determined losses and actual claims payments for the fourth quarter. Additionally, the Company performs limited scope actuarial studies on a quarterly basis to verify and/or modify the Company’s reserves. The reserves and losses in the actuarial
study represent a range of possible outcomes within which no given estimate is more likely than any other estimate. As such, the Company records the losses at the lower half of that range and discounts them to present value using a risk-free
interest rate based on projected timing of payments. The Company also monitors actual claims development, including incurrence or settlement of individual large claims during the interim periods between actuarial studies as another means of
estimating the adequacy of its reserves.
The Company’s group health plans combine the use of self-insured and fully-insured programs. Benefits for any
individual (employee or dependents) in the self-insured program are limited. The Company records a liability for the self-insured portion of its group health program for all unpaid claims based upon a loss development analysis derived from actual
group health claims payment experience. The Company also records a liability for unpaid prescription drug claims based on historical experience.
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| Store pre-opening costs |
Store pre-opening costs – Start-up costs of a new store are expensed when incurred.
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| Leases |
Leases – In 2020, the Company
adopted new accounting guidance for leases which requires the recognition of lease assets and lease liabilities on the balance sheet and certain disclosures (see Note 9). Under this accounting guidance, leases are classified as either finance or
operating leases. Upon adoption of this accounting guidance, the Company elected to apply the short-term lease exemption to all asset classes which exempts the Company from recognizing lease assets and liabilities for these short-term leases.
Additionally, the Company elected to not separate lease and non-lease components for all classes of leased assets.
The Company has ground leases for its leased stores and office space leases that are recorded as operating leases under various
non-cancellable operating leases. The Company also leases its advertising billboards, vehicle fleets and certain equipment under various non-cancellable operating leases. To determine whether a contract is or contains a lease, the Company
determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration. If the contract has the right to obtain substantially all of the economic benefit from use of
the identified asset and the right to direct the use of the identified asset, the Company recognizes a right-of-use asset and lease liability.
The Company’s leases all have varying terms and expire at various dates through 2055. Restaurant leases typically have base terms of ten years with four to five optional renewal periods of five years
each. The Company uses a lease life that generally begins on the commencement date, including the rent holiday periods, and generally extends through certain renewal periods that can be exercised at the Company’s option. During rent holiday
periods, which include the pre-opening period during construction, the Company has possession of and access to the property, but is not obligated to, and normally does not, make rent payments. The Company has included lease renewal options in the
lease term for calculations of the right-of-use asset and liability for which at the commencement of the lease it is reasonably certain that the Company will exercise those renewal options. Additionally, some of the leases have contingent rent
provisions and others require adjustments for inflation or index. Contingent rent is determined as a percentage of gross sales in excess of specified levels. The Company records a contingent rent liability and corresponding rent expense when it is
probable sales have been achieved in amounts in excess of the specified levels. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
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| Advertising |
Advertising – The Company expenses the costs of producing advertising the first time the advertising takes place. Other
advertising costs are expensed as incurred.
Advertising expense for each of the three years was as follows:
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| Share-based compensation |
Share-based compensation – The Company’s share-based compensation consists of nonvested stock awards and units.
Share-based compensation is recorded in general and administrative expenses in the Consolidated Statements of Income (Loss). Share-based compensation expense is recognized based on the grant date fair value and the achievement of performance
conditions for certain awards. The Company recognizes share-based compensation expense on a straight-line basis over the requisite service period, which is generally the award’s vesting period, or to the date on which retirement eligibility is
achieved, if shorter.
Certain nonvested stock awards and units contain performance conditions. Compensation expense for performance-based
awards is recognized when it is probable that the performance criteria will be met. If any performance goals are not met, no compensation expense is ultimately recognized and, to the extent previously recognized, compensation expense is reversed.
If a share-based compensation award is modified after the grant date, incremental compensation expense is recognized in
an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. Incremental compensation expense for vested awards is recognized immediately. For unvested awards,
the sum of the incremental compensation expense and the remaining unrecognized compensation expense for the original award on the modification date is recognized over the modified service period.
Additionally, the Company’s policy is to issue shares of common stock to satisfy exercises of share-based compensation
awards.
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| Income taxes |
Income taxes – The Company’s provision for income taxes includes employer tax credits for FICA taxes paid on employee
tip income and other employer tax credits are accounted for by the flow-through method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. The Company recognizes (or derecognizes) a tax position taken or expected to be taken in a tax return in the financial statements when it is more likely than not (i.e., a likelihood of more than
fifty percent) that the position would be sustained (or not sustained) upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. The Company recognizes, net of tax, interest and estimated penalties related to uncertain tax positions in its provision for income taxes. See Note 13 for additional information regarding income taxes.
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| Comprehensive income (loss) |
Comprehensive income (loss) – Comprehensive income (loss) includes net income (loss) and the effective unrealized
portion of the changes in the fair value of the Company’s interest rate swaps. The Company terminated all of its interest rate swaps in 2021.
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| Net income (loss) per share |
Net income (loss) per share – Basic consolidated net
income per share is computed by dividing consolidated net income (loss) available to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted consolidated net income per share reflects the
potential dilution that could occur if securities, options or other contracts to issue common stock were exercised or converted into common stock and is based upon the weighted average number of common and common equivalent shares outstanding
during the reporting period. Common equivalent shares related to nonvested stock awards and units issued by the Company are calculated using the treasury stock method. The outstanding nonvested stock awards and units issued by the Company
represent the only dilutive effects on diluted consolidated net income per share. Prior to the adoption of new accounting guidance for convertible instruments in 2022, the Company’s convertible senior notes and related warrants were calculated
using the treasury stock method. Beginning in 2022, the convertible senior notes and related warrants are calculated using the net share settlement option under the if-converted method. Because the principal amount of the convertible senior notes
will be settled in cash with any excess conversion value settled in cash or shares of common stock, the convertible senior notes have been excluded from the computation of diluted earnings per share because the average market price of the Company’s
common stock during the reporting period did not exceed the conversion price of $178.51 as of July 29, 2022. Warrants were excluded from
the computation of diluted earnings per share since the warrants’ strike price of $249.91 was greater than the average market price of
the Company’s common stock during the period. See Note 14 for additional information regarding net income (loss) per share and Note 5 for additional information regarding the Company’s convertible senior notes.
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| Use of estimates |
Use of estimates – Management of the Company has made certain estimates and assumptions relating to the reporting of
assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting periods to prepare these Consolidated Financial Statements
in conformity with GAAP. Management believes that such estimates have been based on reasonable and supportable assumptions and that the resulting estimates are reasonable for use in the preparation of the Consolidated Financial Statements. Actual
results, however, could differ from those estimates.
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| Recent Accounting Pronouncements |
Recent Accounting Pronouncements Adopted
Accounting for Income Taxes
In December 2019, the Financial Accounting Standards Board (“FASB”) issued accounting guidance in order to simplify the accounting for income taxes. This new guidance eliminates certain exceptions related to the
approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also simplifies aspects of the accounting for
franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. This accounting guidance is effective for public business entities for fiscal years
beginning after December 15, 2020, and interim periods within those fiscal years. The new guidance was applied on a prospective basis, except for the guidance on franchise taxes that are partially based on income which was applied using a modified
retrospective approach. The adoption of this accounting guidance in the first quarter of 2022 did not have a significant impact on the Company’s consolidated financial position or results of operations.
Accounting for Convertible Instruments
In August 2020, the FASB issued accounting guidance to simplify the accounting and measurement of convertible instruments and the settlement assessment for contracts in an entity’s own equity. For convertible instruments, the Board
decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate
accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and simplifies the diluted earnings per share calculations by requiring
that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. This guidance is effective for public business entities for fiscal years beginning after December
15, 2021, and interim periods within those fiscal years. Early adoption is permitted. This guidance should be applied through either a modified retrospective method of transition or a fully retrospective method of transition. The Company elected to
early adopt this guidance in the first quarter of 2022 using the modified retrospective method. The impact of this adoption in the first quarter of 2022 resulted in the increase in long-term debt of $49,242, a reduction in deferred income taxes of $12,286 and a
decrease in equity of $36,956 on the Consolidated Balance Sheet. The decrease in equity is comprised of a decrease in Retained Earnings
of $36,956, which is due to the depletion of Additional Paid-In Capital as a result of this adoption. There was no impact to earnings per
share in the first quarter of 2022 as a result of the adoption.
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