Cracker Barrel 2006 Annual Report Download - page 49

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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 effective-
ness 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 28, 2006, is fairly stated,
in all material respects, based on the criteria estab-
lished 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 28, 2006,
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 of America), the consolidated
financial statements as of and for the year ended July
28, 2006, of the Company and our report dated October
3, 2006, expressed an unqualified opinion on those
consolidated financial statements and included an
explanatory paragraph referring to the Company adopt-
ing the fair value recognition provisions of Statement of
Financial Accounting Standards No. 123 (Revised
2004), Share Based Payment effective July 30, 2005.
Nashville, Tennessee
October 3, 2006
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 28, 2006, 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 report-
ing. 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 of America). 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
understanding of internal control over financial report-
ing, evaluating management’s assessment, testing
and evaluating the design and operating effectiveness
of internal control, and performing such other proce-
dures 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 functions,
and effected by the company’s board of directors,
management, and other personnel to provide reasonable
assurance regarding the reliability of financial report-
ing 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 to permit
preparation of financial statements in accordance with