As an investor looking for attractive places to allocate your capital, one of the biggest things you can try to avoid are companies where the management team takes actions that do little to maximize shareholder value. Oftentimes these same managers have very little "skin the the game" (stock ownership in their own company), giving them little reason to care about the stock price.
The operating performance of restaurant chain Cracker Barrel (CBRL) over the last decade or so has been dismal, which has led Sardar Biglari, CEO of Biglari Holdings (BH) to amass a 10% stake in the company and seek a board seat at next month's annual meeting. This week Biglari wrote a letter to CBRL shareholders explaining why he wants on the board and what his ideas are for value creation. The letter is very well written and highlights issues that are all too common with public companies. Time and time again decisions seem to be made without much financial analysis. The end result is wasted shareholder capital and value destruction for equity holders.
You can read the entire letter to CBRL shareholders here, but I think it is important to cherry pick a few of Biglari's points, as they apply to many companies, not just CBRL. Below are some direct quotes from the letter (in italics), followed by some of my thoughts.
"Cracker Barrel's performance during Founder Danny Evins' era was stellar. However, since Michael Woodhouse became Chairman and CEO, the underlying store-level operating performance has been deteriorating. Instead of restoring the formerly successful store-level performance, Mr. Woodhouse has spent over $600 million in capital over the past seven years while over the same time span operating profit declined."
Biglari provides the hard data that shows 2005 revenues of $2.2 billion and operating income of $169 million, versus 2011 revenues of $2.4 billion and operating income of $167 million. Indeed, the current management team has spent $615 million on capital expenditures since 2005, which has grown revenue by 10% (entirely from new store openings) but failed to add a single dollar of profit to the company. Biglari uses this data to argue the company should not be wasting money on building new stores today (the company's current plan is to spend $50 million on them in 2012). All too often management thinks the best thing to do is to get bigger, even when doing so adds nothing to the bottom line.
"After all, it is easy to spend money to open new units. The trick and triumph are to achieve unit profit both sufficient and sustainable without a diminution of performance in existing stores. The principal reason unit-level performance has been dismal is that unit-level customer traffic has been declining. On this important measure, customer traffic has been consistently negative in each of the past seven years. There are currently about 960 customers, on average, that go through each unit per day, nearly 190 fewer than seven years ago."
Again, Biglari provides traffic data that shows a 15% decline in customer traffic per existing unit since 2005. This is yet more evidence that opening new stores is a waste of money and is destroying shareholder value. It is clear that even ignoring new store cannibalization (which certainly exists at least to some minor extent), traffic at existing stores is falling. Why then open new stores?
"Mr. Woodhouse in essence has produced the same level of profit with 603 stores that Mr. Evins did with 357 stores. If Mr. Woodhouse could have simply returned the Company to the productive level achieved in fiscal 1998, there would be an additional $110 million in operating profit, and we estimate $1 billion added in market value or the doubling of the current stock price."
Biglari shows operating profit per store of $462,000 in 1998 (357 stores), $319,000 in 2005 (529 stores), and $277,000 in 2011 (603 stores). He concludes that new store expansion should be halted and management should work on getting the existing store base back to the level of profitability that existed more than a decade ago. It seems so simple, but management is clearly clueless, which is why Biglari is seeking a board seat as the company's largest shareholder.
"When determining where to direct capital, management should evlaute all options and then place capital based on the highest return after compensating for relevant risks. The math is simple: The cost of a new unit including land, building, and pre-opening expenses is between $3.5 million to $4.7 million. Cracker Barrel's current market value is about $1 billion. With 608 units, the market value per store is $1.6 million."
This is something that I see all the time with public companies that require large upfront investments to expand their unit base (restaurants, hotels, casinos, etc). It drives me crazy. In the case of CBRL the market is valuing each store at $1.6 million but management is choosing to spend tens of millions per year on new units at a cost of no less than $3.5 million each. Opening a new unit results in an immediate loss of $1.9 million for shareholders, or 54% of the investment! No wonder the stock has been in the tank. Conversely, if the company uses their capital to repurchase stock (essentially buying back their own stores at $1.6 million each), and then improves the profitability of those stores, the stock price will go the other way. Investors should always be wary of companies that spend "X" to build a new unit when the market is valuing their company at less than "X" per unit. Getting bigger for bigger's sake without looking at the returns on invested capital is a sure-fire way to destroy shareholder value.
So why on earth does the CBRL management team seem to not care about deteriorating store-level operating performance or their poor returns from new store expansion? Well, in addition to the fact that management hardly owns any stock, Biglari points to their compensation system as a culprit:
"We believe in excellent pay for performance. But the Board has designed a flawed compensation system, one with a low bar for achievement. For 2011, executive officers were eligible to receive a bonus of up to 200% of target (target being median reflected by our peer group) if operating income met or exceeded $90 million. To put in context the absurdity of the $90 million bonus target, Cracker Barrel has not had operating income below $90 million in any year since 1994! Why would a Board set eligibility at a level unseen in nearly 20 years?"
Of course, the answer is it ensures they can collect maximum bonuses without showing any job competence. In this case operating income can decline by nearly 50% and they still collect a 200% bonus. It is not surprising then, that CBRL's operating income has actually declined over the last seven years, despite new store growth. Management has no incentive to reverse that trend because they only own a little bit of stock in the company and they get their bonus regardless of what happens.
It's not hard to see why Biglari Holdings has taken a 10% stake in CBRL and Mr. Biglari is trying to get on the board of directors. If he is successful, there is no doubt that taking even some of his advice would get the stock moving again, as corporate financial results would have no where to go but up. Also not surprising is the effort CBRL management is putting forth to defeat his election (if only they put that much time into improving the company!). To give you an idea of how much they value their shareholders, Biglari ends his letter with this final observation:
"I hope to see you at the annual meeting, a gathering for shareholders to learn more about the Company. Annual meetings represent another window into the culture of the organization shaped by top leadership. Unfortunately, even on this mark, the Board sends the wrong message: Cracker Barrel has chosen to hold its upcoming annual meeting during Christmas week on December 20, 2011. While we will attend the meeting regardless of date or time, it is not the way shareholders should be treated. It is time to change the ethos of the Company to one that cares about shareholders and respects their money and their time."
Now, as a shareholder of Biglari Holdings this letter and proxy fight is a material development in which I have a keen interest. However, even if you are not in the same boat, I think it highlights important lessons for all investors who are trying to identify superior investment opportunities. Beware of companies like CBRL whose management teams seem to make one mistake after another. They usually claim to want to maximize shareholder value, but oftentimes take actions that ensure the opposite. Be especially wary of companies that have a desire to expand their unit base, at a huge cost, even when the public markets will ensure such capital investments never return a profit to shareholders.
Full Disclosure: Long shares of Biglari Holdings at the time of writing, but positions may change at any time