Cracker Barrel 2005 Annual Report Download - page 60

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All subsidiaries of the Company have fully and
unconditionally guaranteed on a joint and several
basis the obligations under the Revolving Credit
Facility and the Senior Notes. Each guarantor is, directly
or indirectly, a wholly-owned affiliate of the parent
company, CBRL Group, Inc., which has no independent
assets or operations.
The aggregate maturities of long-term debt subse-
quent to July 29, 2005 are as follows:
Year
2006 —
2007 —
2008 $ 21,500
2009 —
2010 —
2011 and thereafter 190,718
Total $212,218
6STOCK COMPENSATION PLANS
The Company’s employee compensation plans are
administered by the Compensation and Stock Option
Committee (the “Committee”) of the Board. The
Committee is authorized to determine, at time periods
within its discretion and subject to the direction of
the Board, which employees will be granted options
and other awards, the number of shares covered
by any awards granted, and within applicable limits,
the terms and provisions relating to the exercise of
any awards.
The CBRL Group, Inc. 2002 Omnibus Incentive
Compensation Plan (the “Omnibus Plan”) allows the
Committee to grant awards for an aggregate of
2,500,000 shares of the Company’s common stock.
The Omnibus Plan authorizes the following types of
awards to all eligible participants other than non-
employee directors: stock options, stock appreciation
rights, stock awards, restricted stock, performance
shares, cash bonuses, qualified performance-based
awards or any other type of award consistent with the
Omnibus Plan’s purpose. Under the Omnibus Plan,
non-employee directors are granted annually on the
day of the annual shareholders meeting an option to
purchase up to 5,000 shares of the Company’s common
stock, or awards of up to 2,000 shares of restricted
stock or restricted stock units. If an option is granted,
the option price per share will be at least 100% of the
fair market value of a share of the Company’s common
stock based on the closing price on the day
2005, the Company’s percentage point spread from
LIBOR was 1.25% and will remain the same for the
first quarter of 2006. The percentage point spread from
LIBOR for the second, third and fourth quarters of
2006 remains to be determined.
The financial covenants related to the Revolving
Credit Facility require that the Company maintain an
interest coverage ratio (as defined in the Revolving
Credit Facility) of 2.5 to 1.0, a lease adjusted funded
debt to total capitalization ratio (as defined in the
Revolving Credit Facility) not to exceed 0.5 to 1.0 and
a lease adjusted funded debt to EBITDAR (earnings
before interest expense, income taxes, depreciation
and amortization and rent expense) ratio (as defined
in the Revolving Credit Facility) not to exceed 3.0 to
1.0. At July 29, 2005, the Company was in compliance
with all of those covenants.
In 2002, the Company issued $422,050 (face value
at maturity) of Senior Notes, maturing on April 2,
2032, and received proceeds totaling approximately
$172,756 prior to debt issuance costs. The Senior
Notes require no cash interest payments and were
issued at a discount representing a yield to maturity of
3.00% per annum. The Senior Notes are redeemable at
the Company’s option on or after April 3, 2007, and
the holders of the Senior Notes may require the
Company to redeem the Senior Notes on April 3, 2007,
2012, 2017, 2022 or 2027, and in certain other
circumstances. The holders of the Senior Notes had the
option to require the Company to repurchase the
Senior Notes on April 3, 2005. That option was not
exercised. In addition, each $1 (face value at maturity)
Senior Note is convertible into 10.8584 shares of the
Company’s common stock (approximately 4.6 million
shares in the aggregate) if any of the following condi-
tions occur: 1) the closing price of the Company’s
common stock exceeds a specified price (initially, 120%
of the accreted conversion price, and declining
.08474% per quarter thereafter to approximately 110%
of the accreted conversion price on the last day of the
quarter ending January 30, 2032, with a specified price
of $49.19 at July 29, 2005); 2) the Company exercises
its option to redeem the Senior Notes; 3) the credit
rating of the Senior Notes is reduced by Moody’s and
Standard and Poor’s to or below both Ba3 and BB-,
respectively; or 4) certain specified corporate events.
The Company’s closing share price, as reported by
Nasdaq, on July 29, 2005 was $39.17.