CBRL Group, Inc. Announces Increase in Diluted Income Per Share from Continuing Operations for Fiscal 2007 Third Quarter and Year to Date

CBRL Group, Inc. (Nasdaq: CBRL) today announced results for the third quarter ended April 27, 2007, reporting diluted income per share from continuing operations of $0.44, compared with $0.37 from continuing operations in the third quarter of fiscal 2006, an increase of 18.9%. After-tax income from continuing operations was $12.1 million, compared with $18.3 million in the third quarter of fiscal 2006, with the reduction primarily reflecting the higher interest expense associated with the Company's recapitalization initiative that it began in 2006, which was more than offset on a per share basis by the associated reduction in shares outstanding.

Highlights of the fiscal 2007 third-quarter include:

* Comparable store restaurant sales for the third quarter were flat with the third quarter fiscal 2006 for Cracker Barrel Old Country Store(R) ('Cracker Barrel'), while comparable store retail sales were down 0.9%.
* Total revenue from continuing operations for the third quarter of $549.1 million was up 2.8% from the prior-year period.
* Operating income margin from continuing operations in the third quarter was 5.5% of total revenue compared with 5.7% in the year-ago quarter.
* After-tax income and diluted income per share, both from continuing operations, for the third quarter were $12.1 million and $0.44, respectively, compared with $18.3 million and $0.37, respectively, in the prior-year comparable period. The third quarter of fiscal 2007 benefited from the Company's recapitalization initiatives which it began in 2006. One of the results was a reduction in the number of shares outstanding which led to higher earnings per share, despite lower net income due to higher associated interest costs.
* Under a previously announced 10b5-1 plan to repurchase $100 million of shares, $91.1 million, or approximately 1.9 million shares, were repurchased in the third quarter. The remaining $8.9 million in purchases were completed in the first week of the fourth quarter.

On December 6, 2006, the Company announced that it had closed the sale of its subsidiary, Logan's Roadhouse(R) Inc. ('Logan's'). Logan's results and the related gain and expenses are classified as discontinued operations.

Third-Quarter Fiscal 2007 Results

Revenue from continuing operations

Total revenue from continuing operations for the third quarter of $549.1 million increased 2.8% from the third quarter of fiscal 2006. Comparable store restaurant sales for the period were flat including a 1.4% higher average check, while guest traffic declined 1.4%. Cracker Barrel's average menu price increase for the quarter was approximately 1.5% compared with last year. Comparable store retail sales declined 0.9% for the quarter. During the quarter, the Company opened five new Cracker Barrel Old Country Store units, bringing the total year-to-date openings to 14.

Income from continuing operations

Operating income from continuing operations of $30.1 million was 5.5% of total revenue during the third quarter of fiscal 2007 compared with $30.3 million, or 5.7% of total revenue, in the third quarter of fiscal 2006. Operating income from continuing operations for the third quarter of fiscal 2007 compared with the third quarter of fiscal 2006 benefited from non-recurrence of certain unusual expenses in the prior year period as well as certain unusual credits in the current year. In the prior year, the Company incurred in continuing operations approximately $3.2 million of impairment and store closing expenses related to closure of seven Cracker Barrel units. In the current year, the Company realized gains on disposition of properties of approximately $1.2 million, and refunds of prior years' workers' compensation and sales taxes totaling approximately $1.6 million. Unfavorable expense items affecting third quarter fiscal 2007 results included higher labor costs including wage inflation related to certain state minimum wage increases, higher group health and general insurance, advertising and maintenance costs, and higher bonus accruals. Offsetting these unfavorable items were higher menu pricing and lower retail cost of goods sold.

After-tax income from continuing operations of $12.1 million, or $0.44 per diluted share, for the third quarter of fiscal 2007, was lower than the $18.3 million, or $0.37 per diluted share, for the comparable period of fiscal 2006 due to the higher interest expense related to the Company's recapitalization initiatives partially offset by interest income from substantial cash balances. Diluted income per share from continuing operations reflected fewer shares outstanding compared with the comparable prior-year period as a result of the Company's two successful 'Dutch Auction' tender offers and open market share repurchases in which it repurchased a combined total of 24.1 million shares of the Company's common stock (approximately 51% of the amount previously outstanding) from the fourth quarter of fiscal 2006 through the third quarter of fiscal 2007.

Commenting on the third-quarter results, CBRL Group, Inc. Chairman, President and Chief Executive Officer Michael A. Woodhouse said, 'The restaurant and retail industries continue to face pressures from soft consumer demand and high labor costs among other things, resulting in the quarter we reported today not being in line with our objectives. We expect better performance of ourselves, even in the face of unusually severe external pressures. In that regard, we are pleased that our comparable store restaurant traffic, while soft, continues to outperform the full-service industry according to Knapp-Track(TM). And our comparable store retail sales, which softened as did those of most retailers in April, which was one of the retail industry's weakest months in decades, would have been positive in the month and quarter except for lower sales in Porch Sale clearance events. Lower Porch Sales, however, reflect better merchandise selection on our part, which results in less clearance inventory at higher markdowns. Our underlying retail sales strength benefited from more extensive seasonal and holiday merchandise in the stores, and we're achieving stronger retail sales thus far in May. We completed the roll-out of our new billboards in all of our markets early in April and have received positive comments from our customers. As we enter the summer travel season, we will focus on building traffic through our speed-of-service initiatives inside the restaurants and by leveraging the strength of the Cracker Barrel brand to appeal to new customers across multiple generations.'

Year-to-Date Fiscal 2007 Results

Total revenue from continuing operations year-to-date for fiscal 2007 of $1.7 billion increased 3.8% from the year-to-date period in fiscal 2006. Comparable store restaurant sales year-to-date increased 0.6%, including a 1.2% higher check, while guest traffic declined by 0.6%. Comparable store retail sales increased 3.4% year-to-date. In the first nine months of fiscal 2007, the Company opened 14 new Cracker Barrel Old Country Store units.

The Company reported year-to-date income from continuing operations of $47.8 million, or $1.50 per diluted share, compared with income from continuing operations of $67.1 million, or $1.34 per diluted share, for the same period in fiscal 2006.

Year-to-date net cash flow provided by operating activities was $100.0 million, compared with $77.9 million in the comparable period in fiscal 2006, and exceeded cash used for purchase of property and equipment (capital expenditures), net of insurance recoveries, of $66.6 million.

Update on Strategic Initiatives

The Company's ongoing strategic initiatives that it began in 2006 continued throughout the third quarter, during which time, the Company commenced an offer to exchange its outstanding Liquid Yield Option Notes due 2032 ('Old Notes') for a new issue of Zero Coupon Senior Convertible Notes due 2032 ('New Notes'). The purpose of the exchange offer was to issue, in exchange for Old Notes, New Notes with a 'net share settlement' feature. The net share settlement feature of the New Notes allows the Company, upon conversion of a New Note, to satisfy a portion of its obligation due upon conversion of the New Notes in cash rather than with the issuance of shares of its common stock. This will reduce the share dilution associated with the conversion of the New Notes. As a result of the exchange offer, which expired on April 30, 2007, there now are outstanding $46,099,000 aggregate principal amount at maturity of Old Notes and $375,931,000 aggregate principal amount at maturity of New Notes.

The Company has previously announced that it will redeem all of the Old Notes and the New Notes on June 4, 2007 (the 'Redemption Date'). The redemption price of both the Old Notes and the New Notes is $477.41 per $1,000 in principal amount at maturity, which is the accreted principal amount of both the Old Notes and New Notes on the Redemption Date. The aggregate redemption price of the Old Notes and the New Notes, collectively, will be approximately $201 million, assuming that no holders of either Old Notes or New Notes convert their notes into common stock. At any time up to two business days prior to the Redemption Date, holders of Old Notes and New Notes can convert either Old Notes or New Notes, as the case may be. The Old Notes are convertible into 10.8584 shares of the Company's common stock per $1,000 in principal amount at maturity. The New Notes may also be converted, and their value will be measured at the same rate, i.e., 10.8584 shares per $1,000 in principal amount at maturity. Common stock will be issued upon conversion of the New Notes only to the extent that the conversion value exceeds the accreted principal amount of the New Notes. The conversion value generally will exceed the accreted principal amount of the notes if the Company's common stock trades at a price in excess of $43.97 per share.

The Company has also previously announced its intention to repurchase, through open market purchases, that number of shares of common stock that are issued in connection with the conversion of either the Old Notes or New Notes. The Company will pay the redemption price of the Old Notes and New Notes as well as the purchase price for any shares of common stock through a draw on its existing delayed-draw term loan facility and cash on hand. In connection with those expected purchases, the Company announced today that it expects to adopt a written trading plan under Rule 10b5-1 of the Securities and Exchange Commission to facilitate repurchases of that number of shares that are issued in connection with the conversion of either the Old Notes or New Notes. In the first week of the fourth quarter of fiscal 2007, the Company completed the remaining balance of the repurchase of $100 million of shares, or 2.12 million shares, pursuant to a Rule 10b5-1 trading plan announced on March 8, 2007. The $100 million repurchase authorization was in addition to management's authority to purchase 821,081 shares that remains from a 2005 repurchase authorization and in addition to the repurchase of that number of shares that might be issued in connection with a conversion of either the Old Notes or New Notes.

Fourth-Quarter Fiscal 2007 Outlook

The Company commented on its outlook for the remainder of fiscal 2007 noting that although it has adopted the practice of providing guidance on full fiscal year targets rather than quarterly expectations or objectives, the present guidance relates to the fourth quarter specifically since it is the only remaining quarter of the fiscal year. The Company also noted that its outlook reflects many assumptions of which the accuracy is not yet known. Based on current trends and operating results, the Company presently expects fiscal 2007 fourth quarter total revenue to increase 12.0 to 12.5% over revenues from continuing operations in the fiscal 2006 fourth quarter, including an additional week because fiscal 2007 is a 53-week year, positive comparable store sales and the opening of five new Cracker Barrel units during the quarter. The benefit of a 53rd week in fiscal 2007 is estimated at $45-50 million in revenues. Fourth quarter comparable store restaurant sales are projected to be flat to up 1%, including approximately 2% of menu pricing, and comparable store retail sales are expected to be up 4 to 5% compared to prior year fourth quarter (both on a comparable week basis). The Company also presently expects fiscal 2007 fourth quarter operating income margins from continuing operations to be approximately 8.5 to 9.0%. Commodity cost inflation in the last quarter of the year, with an estimated 84% of product needs contracted, is expected to be 2 to 2.5%. Interest expense will be affected by higher rates on debt used to replace the convertible notes at the call date of June 4, and shares outstanding will be reduced by the redemption of those notes as well as share repurchases, if any, that the Company might undertake during the fourth quarter, the timing or amounts of which are presently unknown. The Company presently expects full year fiscal 2007 capital expenditures of approximately $90 million.

Commenting on the outlook, Mr. Woodhouse said, 'As I have said before, fiscal 2007 is a year of transition for CBRL. Having substantially completed the strategic initiatives to achieve the appropriate capital structure, we now operate a single brand that continues to receive top ratings for food, facilities and customer service. Our theme of 'Simplify and Focus' is intended to drive increases in both traffic and retail sales. Finally, we expect the cash flow from Cracker Barrel to remain strong, being more than sufficient to service the higher debt levels and to finance Cracker Barrel's restaurant initiatives and unit expansion. At the same time, we will continue to distribute a portion of our excess cash to our shareholders through dividends and share repurchases.'



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