Professional Documents
Culture Documents
Note: Nothing should be taken as a direct quote. Some of the numbers may be wrong as it was difficult
to hear a few times. Unless otherwise indicated, Biglari is speaking.
1:07pm start- went through formalities regarding proposals and introducing directors
Pre Q&A Remarks
o Good idea to review history to see where we came from
o First slide, top part is an email from 2008 stress testing 10% decline in sales [its not
pretty]
o Current CEO was very concerned about the business
One of the main reasons for his resignation was the belief that company was
going to fail
o Steak n Shake (SnS) losing $100k/day, in violation of debt covenants
o Im self-made entrepreneur
Started first business with $15k
Parlayed into bigger and bigger sums
Phil & I decided to partner up and have always behaved entrepreneurially
o Other companies were not interested in taking over SnS
We offered them and other individuals generous pay packages
Made it clear that money was no concern
o SnS resurrected from ashes, now thriving
o Prior to our management, traffic declining faster than peers
After our management, growing faster than peers
o Minor changes not going to save SnS
10/10 restaurant veterans would have failed in turnaround
No time for analysis, needed entrepreneurs
o This was not an activist campaign that was successful
Activists not interested in, or many that are even capable of, running a company
and turning it around
We are entrepreneurs first, investors second
o We developed a value proposition that we first formed in our own minds
We presented the value prop during the proxy battle and were questioned
because our prices were higher than competitors
We had better quality but the value proposition was still lower because of
higher prices
o SnS started with $1.6mm of corporate cash in 2008, ended 2015 with $815 million of
cash [presents slide showing sources of cash: rights offering, debt, operating cash flow,
etc.]
o CBRL is our most significant investment
Without our pressure on the BOD, investment would have turned out much
differently
Most important change was a moratorium on new stores
We didnt have all the data but could see a productivity decline
We prompted management to reveal their return on new restaurant investment
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Q: Unknown- Chipotle has had a hard time recently. Have you learned anything about how
theyve handled their situation and are we protecting ourselves from the same risk? Also, why
are they still valued at 30X earnings?
o We have been concerned about foodborne illness for years
o There are very few risks that could cause a 20-30% decline in traffic- foodborne illness is
one
o Risk cant be completely eliminated but we try to avoid systemic problems
We dont source locally
Our sources audit the farmers and we are comforted by a robust auditing
process
They also go to the plant where it is washed
You can protect on the supply side and the store side
At the restaurant level we make sure incentives are aligned
o We have 3rd party audits and if we find critical violations you will
lose your bonus
o Customers trust us and we take this very seriously
o Everything at every company can be done better, we seek to improve
o We have over 20,000 employees and 500 units so issues will come up, but we guard
against them
o Phil: CMG has a 30 PE and SHAK has a huge multiple, but thats Mr. Market
The board of directors discusses risks like this
Q: Unknown shareholder since 2009- In the short term the market is a voting machine, in the
long term a weighing machine. My 14-year-old is interested in investing and he asks me why the
stock is where it is. My conclusion is that its the way BH has morphed with the Lion Fund. My IQ
is not 140; could you please go over how we got to where we are?
o We are focused on value not price
The price-to-value over the long term has less effect on returns than
compounding
$1 billion compounds to $66 billion at 15%/year
o If this price is only 50% of fair value then total compounding,
should that gap close, only increases to 17-18%
Focus should be on the value creation side, not price side
o If price doesnt reach value then we will continue to take action, say if the stock is less
than $500/share [later walks this back, saying you should not read anything into
$500/share]
o Read pages 615 and 616 of Security Analysis, 3 rd edition
o Last year we conducted a tender at a 14% premium
I think well make very good money at that level
o Phil: Since we took over, the stock has beaten the S&P
Q: same questioner continues- We want a short history lesson
o In 2008 the company had years of underperformance
We ran a proxy contest; 74% voted in our favor
Our plan was to make improvements but we underestimated shortfalls
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I debated with the board to take less money because the company could not
afford it
We paid vendors in stock
o If stock went to $0, what were we giving up?
This was not a situation where we could sit at the board level and pontificate
about capital allocation
o Once we turned SnS around, we realized we could use the company to augment value
o I had to make a decision about whether to raise money at the Lion Fund or move to the
holding company
In an ideal scenario we could have all the assets under one umbrella
So I decided to sell the Lion Fund for $1
o Later became clear for regulatory and financial reasons this
wasnt going to work
Selling it for $1 and buying it back for $1.6mm was a personal error
o When you run things entrepreneurially you test things out
A dual class structure would make things easier to explain
Doing things as we have invites criticism because its complicated
You can watch the chefs movements or you can just enjoy the meal
o Phil: We really should have an abridged version
Q: Long time shareholder- You did a tender offer at $420/share. In 13 you did a rights offering;
we issued shares for $250, and then bought back at $420. Why hold these shares in the Lion
Fund instead of at the hold co. because you will end up getting of our 15% return?
o You answered the last part yourself
o We need to figure out who were running the company for
Long-term likeminded shareholders
When we deal with the Ed Campbells, stability of ownership is extremely
important. Last year was a great example
A guy w/ no business skills, terrible ideas, and a small amount of stock
runs a proxy contest
o Not in the interest of long term shareholders
o We priced the tender at a pretty good spot because we came within a few thousand
shares of a full tender
This was luck
o Long term shareholders should welcome the price decline
o If we had put CBRL money in BH at the time, we would have done much worse
Tax liability on CBRL gain is a government loan
Our swap is even allowing us to borrow against the tax liability
o We will use all tools available
Q: Unknown- Is it your preference to buy on the open market or to tender for shares?
o Wouldnt you like to know
o Phil: without control we cant adhere to our mission
We become just another company managing quarter to quarter
Q: Humane Society representative again- Dont hurt the chickens plz
o [Gave my hand a break]
Q: Andrew from London- Is there any probability of the company going private, and is it possible
that you could move from the incentive agreement to an ownership payment system [i.e. paid
by increasing the value of the shares you own a la Warren Buffett]?
o We have long believed there are advantages to running a transparent company the SEC,
auditors, etc.
This also reduces our cost of debt
We get the advantages of being a public company with the private advantage of
control
o I have no qualms about copying great business people but any comparison between us
and Warren Buffett is doing a disservice to Mr. Buffett
Ive gotten more ideas from Sam Walton
If we were looking to copy, we wouldnt have bought an insurance company
with no float and own restaurants
The pricing philosophy of a Sam Walton or Henry Ford is much more applicable
to the restaurant business
We have taken ideas from a number of people
o Phil: Its odd to compare BH to Berkshire
Henry Singleton and Warren Buffett are great people to learn from, as is Buffett
o Sam Walton is very remarkable
Opens first store in Arkansas at age 44
1st year does $250k in sales and $30k in profit
10 years later Walmart is doing $44 million in sales
o Sears is doing ~$9 billion
In one story, there is a meeting of regional retail CEOs
One guy is doing $40 million in sales, another doing $100mm in sales
Each is asked what they think their sales will be in 10 years
o $40 million guy says $80 million, $100 million guy says $160
million
o Sam says $2 billion and everyone laughs
First he took out the local guys
Played it harder than anyone else
These days, sales/sq. ft. is $1100 for Costco and $700 for Sams club
Sams club is lagging
Goes to show how brutal the business is and how wonderful Waltons
achievement was
Q: same questioner continues- Please give me a more categorical answer to the going private
question.
o I articulated the benefits
Dual advantages exist, and theres no reason to modify that for the long run
Q: Unknown- Please explain the difference between depreciation and capital expenditures.
o Capital expenditures are low partly because we dont open new stores
o We do not defer maintenance capex
o When we took over there was no soul to the restaurant
We put on new paint and added music
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Youd visit a store and thered be an older couple in a booth whispering so they
werent heard throughout the restaurant
Some units booths were taped up because the co. had deferred capex
We dont have this problem now
o Next year we are going to be redoing 150 parking lots, 75 awnings, etc.
o We have a culture of trying to save money
o Cutting capex when we took over would have bankrupted the company
o At the Western Sizzlin in Parkersburg West Virginia, summer of 14, the trust that owned
the restaurant was bankrupt
Restaurant was up for auction and we sent a guy down to bid
Bid $800k, ultimately bought it for $1 million
Our CFO found a bank to lend to them at 3.5%
o Hence the Western Sizzlin revolver in the 10k
o We told CFO to use cash flows to pay down debt
We ended up putting in another $100k in capex
This year we did $250k in profit and will do about $300k next year
o Phil: We only open a new store to seed an area
France, Santa Monica, NYC, Italy, Spain
Q: Unknown- I recently reread Setting the Table [book by Danny Meyer, founder of Shake Shack]
and the author cites SnS as an inspiration. Where do you see the industry heading?
o There are two ways of achieving a high ROIC
One is a brand with high equity and no substitute
If there is a close substitute it becomes a commodity and you must be the low
cost producer
Many brands think they have more equity than they do
For SnS to have a competitive advantage we need a far superior cost
structure
First Guard markets directly
o No agents means a cost advantage
o SnS is a brand for everyone
There are a number of brands going after a higher demographic
Shake Shack has a stated ambition to reach a unit count on par with ours
We have ambitions for much higher unit counts
I wrote that we wanted 1,000 franchised units
o We have 934 to go
o At our current pace, Phil will be 140 years old by then
o We need to pick up the pace
Q: Unknown- Weve invested heavily in franchising. Where are we in the process of reaching
1,000 units?
o We have a long way to go but the question now is are we profitable on franchising
Answer is yes
o We plowed $33mm into franchising over 5 years
In 2006 franchising revenue was $4 million, five years later was $4 million
This year we will go north of $16 million
On the idea of choosing a name [referring to Biglari Holdings initials and Berkshire
Hathaways initials], there are only so many names to pick
Enterprises, Holdings, etc.
I was given Biglari, I cant help that
o No one went out and said, can you copy Berkshires report
Similarities are because of simplicity
o On the substantive matters we are different than Berkshire
What we buy, how we run companies, etc.
o Singleton started in 1960, in 10 years he was doing $1.6 billion in sales
Assets grew 100%/year, equity compounded at 94%
He also was concerned with brand building
Started all company names with Teledyne
We will take ideas from everyone just like Singleton did
Singleton took the idea of a financing arm from GE
Q: Unknown- I get the branding. I get the lifestyle. Everything is great, but I bought a Maxim and
left it out on my counter. My wife walked by and asked, what are you reading?? I would like to
hear more about where we could be in five years and also about the effects of the minimum
wage increase in New York on the SnS here.
o The NYC restaurant is not really comparable to others
We engaged in a lot of price experimentation so the average price is much
higher
o Drive though at SnS has grown same store sales 8%
Now 41% of revenue
Used to be in the low 30%s in 2007
Margin is seven points better on drive through
No plates/dishwasher, etc.
o Used to have average sales of $1.6 million, $289,000 contribution margin on stores
Now do $1.9 million of average sales, $320,000 of contribution margin
Margins went from 18% to 17%
o We are not trying to raise prices
Double steak burger, fries, and drink at same price as 16 years ago
o Our branding/reputation increases when we acquire something like First Guard
You want to win your first two hands at poker to set your table image
How many acquired companies increase earnings 50% the next year?
Usually you acquire and find something unpleasant
o Great business people can read through the nonsense
People get jealous of success and they create rumor
The press doesnt care, it wants to make a story
We plan to remain disciplined and create value
Q: What do you say about critics who think your ego gets in the way?
o Humility has never been my strong suit
o We dont live in fantasy land, we live in Biglari land
We see success as success and failure as failure
We try to arrive at the truth
o
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Just because we havent done these things doesnt mean theyre off the table
o Phil: Control issue is over
At this point it would be an acquisition currency
We know when to not use equity as an acquisition currency
Q: Unknown- If you removed the pay cap would it make the Lion Fund and holding company the
same?
o Yes, they would be at parity
Q: Unknown- Is there a way to avoid paying the deferred tax liability on CBRL?
o We look at the tax liability as an asset
The value will never equal the liability
o The BH stock we own in the Lion Fund has no liability
We do not pay tax on those gains
o We used a prepaid agreement
The dividends from shares covered by the swap are taxed at the full effective
rate
Q: Unknown- I understand the reasons for the licensing agreement in the past but if it didnt
exist today, would you need to create it?
o Licensing agreement is not about control
o Now that we do have control, however, the risk may not be there anymore
o It is on the table
Q: Unknown- I am impressed with Chick-Fil-A. They have a lot of events like meetup nights with
high school kids and middle school kids.
o We can learn from good competitors like that one
I hope the CFO is taking notes in the back
Q: Matthew Goodman- You talked about refranchising in the past. With 3G working its magic on
Burger King, do you have any new thoughts?
o We favor company operated stores because we set strategic direction
o Franchisees are unable to make the argument that we have conflicting interest [due to
franchisee fees as % of revenue]
o Our average volume went from 1.4 million to 1.9 million
If we move to 2.5 million, the amount of cash flow dropping through is
enormous
If we move up 400,000 550,000, were talking $70 million flowing through
If we refranchise we get $44 million, but theres a cost to that
o Add the after-tax dollars from selling the stores to the
franchisees and its still not worth it
Q: Unknown- Why did the number of employees drop by 1,000 from the transition 10K to the FY
15 10K?
o Could be seasonal, could be Maxim, could be many things
o Nothing really analyzable about whats going on there
o There was also a company initiative to reduce full time employees that may have had an
impact
o Stores with lower turnover in the top quartile are experiencing 8% same store sales
There is tremendous value to be gained by lowering turnover
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