Cracker Barrel 2011 Annual Report Download - page 31

Report Of Independent Registered Public Accounting Firm
29
CR A CKER BAR REL OLD COUNTRY STORE, INC.
To the Board of Directors and Shareholders
of Cracker Barrel Old Country Store, Inc.
Lebanon, Tennessee
We have audited the internal control over financial reporting
of Cracker Barrel Old Country Store, Inc. and subsidiaries
(the”Company”) as of July 29, 2011, based on criteria
established in Internal Control – Integrated Framework
issued by the Commiee of Sponsoring Organizations of the
Treadway Commission.e 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, included in
the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express
an opinion on 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). ose 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
reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and
performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
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 financial 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 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 to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the
company are being made only in accordance with authoriza-
tions 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 possibility of collusion or
improper management override of controls, material misstate-
ments 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, the Company maintained, in all material
respects, effective internal control over financial reporting as
of July 29, 2011, based on the criteria established in Internal
Control – Integrated Framework issued by the Commiee
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 of the Company
as of and for the year ended July 29, 2011, and our report
dated September 27, 2011, expressed an unqualified opinion
on those consolidated financial statements.
Nashville, Tennessee
September 27, 2011
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