Cracker Barrel 2005 Annual Report Download - page 48

to permit preparation of financial statements in accor-
dance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorizations
of management and directors of the company; and
(3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of the inherent limitations of internal
control over financial reporting, including the possibil-
ity of collusion or improper management override of
controls, material misstatements due to error or fraud
may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness
of the internal control over financial reporting to
future periods are subject to the risk that the controls
may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management’s assessment that the
Company maintained effective internal control over
financial reporting as of July 29, 2005, is fairly stated,
in all material respects, based on the criteria
established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Also in our opinion,
the Company maintained, in all material respects,
effective internal control over financial reporting
as of July 29, 2005, based on the criteria established
in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the
Treadway Commission.
We have also audited, in accordance with the
standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial
statements as of and for the year ended July 29, 2005
of the Company and our report dated September 23,
2005 expressed an unqualified opinion on those
consolidated financial statements.
Nashville, Tennessee
Nashville, Tennessee
September 23, 2005
46
Report of Independent Registered Public Accounting Firm
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF CBRL GROUP, INC.:
We have audited management’s assessment, included
in the accompanying Management’s Report on Internal
Control over Financial Reporting, that CBRL Group,
Inc. and subsidiaries (the “Company”) maintained
effective internal control over financial reporting as of
July 29, 2005, based on criteria established in
Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the
Treadway Commission. The Company’s management is
responsible for maintaining effective internal control
over financial reporting and for its assessment of the
effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion
on management’s assessment and an opinion on
the effectiveness of the Company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight
Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an under-
standing of internal control over financial reporting,
evaluating management’s assessment, testing and
evaluating the design and operating effectiveness of
internal control, and performing such other procedures
as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for
our opinions.
A company’s internal control over financial reporting
is a process designed by, or under the supervision of,
the company’s principal executive and principal finan-
cial officers, or persons performing similar func-
tions, and effected by the company’s board of directors,
management, and other personnel to provide reason-
able assurance regarding the reliability of financial
reporting and the preparation of financial statements
for external purposes in accordance with generally
accepted accounting principles. A company’s internal
control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary