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Biglari Holdings Comments On Institutional Shareholder Services, Inc.'s Erroneous Analysis Of Cracker Barrel Old Country Store,



   Biglari Holdings Comments On Institutional Shareholder Services, Inc.'s
    Erroneous Analysis Of Cracker Barrel Old Country Store, Inc. Return On
                                  Investment

PR Newswire

SAN ANTONIO, Nov. 9, 2012

SAN ANTONIO, Nov. 9, 2012 /PRNewswire/ -- Biglari Holdings Inc. (NYSE: BH)
today announced that the analysis conducted by Institutional Shareholder
Services, Inc., a proxy advisory firm ("ISS"), on a critical financial metric
for Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL) is fundamentally
flawed and inaccurate.

It is incontrovertible that ISS' calculations of Cracker Barrel's return on
investment on its 116 new stores opened between 2004 and 2009 simply do not
add up.

Background

Cracker Barrel has been telling its shareholders that its return on investment
on these 116 new stores is 16.2%.  But Cracker Barrel failed to include
relevant expenses. Cracker Barrel CFO Lawrence Hyatt has stated in an SEC
filing that "the Company believes that making an allocation of general and
administrative, interest and tax expenses to these [116] stores is not
material to an investor's understanding of the results for these stores or the
Company's decision-making in determining to build new stores." Biglari
Holdings and ISS both disagree with Mr. Hyatt on excluding such expenses; in
fact, both Biglari Holdings and ISS believe that general and administrative
("G&A") expenses must be factored into the determination of return on new
store investment.  ISS states, "The real calculation from a shareholder
perspective should be whether the incremental investment, including all
incremental costs such as taxes, returned incremental net income at greater
than the cost of capital.  Depreciation and G&A expense, therefore, should be
included as expenses in the calculation to the extent they are incremental." 

Cracker Barrel does disclose incremental depreciation even though it fails to
factor it into its computation of return on investment. Mr. Hyatt discloses
'Store EBITDA' and depreciation for the 116 stores to be $61.8 million and
$14.7 million, respectively. The only piece of data he does not disclose, nor
apparently believes is important, are G&A expenses for these stores.

The key question is therefore the correct number to use for G&A expenses. We
factored in $235,000 per store for it is Cracker Barrel's actual G&A per store
for fiscal 2012. In our October 25, 2012 letter we also provided shareholders
with per-store G&A expenses for the last 15 years; these data allow each
shareholder to choose a different figure based on what he or she believes
would be most appropriate. Nevertheless, ISS makes the following statement
(referring to return on new store investment as ROIC):

"From 2005 through 2012 total G&A grew by $31.3 million, or an average of
$270,000 incremental G&A for each of the 116 new stores opened in that period.
If this were the true incremental G&A expense—and even assuming no further
adjustments to [Biglari's] assumptions about depreciation and tax expense were
necessary to get to true incremental numbers—the calculated ROIC rises from
3.7% to 10.7%."

ISS' above statement is factually wrong. An estimate of $270,000 per store of
incremental G&A expense rather than $235,000 per store in our analysis would
reduce return on investment. Yet ISS concludes that return increased from 3.7%
to 10.7% — a mathematical impossibility! We urge shareholders to do their own
analysis.

Even if we factor a zero for incremental G&A expense, the return becomes 8.7%.
The following table sets forth the facts:

Calculation of Cracker Barrel's Return on Store Investment Analysis
($ in thousands)
                                                      Damodaran Cracker  Zero G&A ISS
                                                                Barrel            Analysis
                                                      $         $        $        $      
'Store EBITDA'...................................                                        
                                                       61,800                      
                                                                 61,800   61,800   61,800
                                                      $         $        $        $      
     Depreciation.................................                                       
                                                       14,700                      
                                                                    0     14,700   14,700
                                                      $         $        $        $      
     G&A.............................................                                    
                                                       27,300                      
                                                                    0        0     31,300
                                                      $                  $        $      
Operating income..............................                  —                        
                                                       19,800                      
                                                                          47,100   15,800
                                                      $         $        $        $      
     Taxes...........................................                                    
                                                       5,800                         
                                                                    0     13,900   4,700
                                                      $                  $        $      
NOPAT..............................................             —                        
                                                       14,000                      
                                                                          33,200   11,100
                                                      $         $        $        $      
Invested capital................................                                         
                                                       382,000   382,000  382,000  382,000
Return                                                3.7%      16.2%    8.7%     2.9%
Source: As Reported in SEC Filings.
Note: Taxes based on an effective tax rate of 30% based on Cracker Barrel's 2012 provision
for income taxes of $40,575 divided by its 2012 pre-tax income of $137,376 (each,
excluding the impact of the 53^rd week).

It is clear to us that the correct return for Cracker Barrel's 116 new stores
is between 3.7% and 8.7%.  It is certainly not 16.2% as Cracker Barrel
contends or even 10.7% as ISS erroneously computes.  Clearly, any return on
investment between 3.7%-8.7% is inadequate.

Cracker Barrel has referenced as an authority Aswath Damodaran's calculation
on return analyses. However, Cracker Barrel has failed to follow Dr.
Damodaran's definitive calculations, which stipulate that net operating profit
after tax (NOPAT) divided by investment would be the appropriate formula.

One point on which we do agree with ISS is that Cracker Barrel's return on new
store investment is, as ISS emphasizes, "an important consideration for
shareholders:  what is at issue is whether the board is adding or destroying
value through its expansion strategy." (Emphasis added)  It is clear to us
that ISS' incorrect calculations led it to draw the wrong conclusion on this
fundamental point in its analysis.

Cracker Barrel is going to continue to spend $155 million to open new stores
based on a faulty assessment of return. It is clear this capital allocation
will destroy value based on the aforementioned analysis.  We are also
concerned about new stores cannibalizing old stores. Furthermore, we demand
that Cracker Barrel disclose relevant data on the 116 stores based on vintage
so we see the performance of those stores.  ISS also called upon Cracker
Barrel to disclose this critical information to shareholders:

"[T]he management … presentations, however, have [not] broken out the view
that would be most useful to shareholders considering this aspect of the
board's stewardship: the trend in performance by vintage. If stores opened in
2009 are performing substantially better than those opened in 2005, for
example, it may indicate that the company has substantially improved the
process by which it targets new opportunities—or, if 2009 was substantially
worse than 2005, that the strategy is veering wildly off track."

We believe our analysis is sound and we urge shareholders to base their
decisions on such facts. Biglari Holdings firmly believes that if a
shareholder of Cracker Barrel is seeking to maximize the value of his or her
investment, electing the nominees of a near 18% shareholder to the Board of
Directors is the clear pathway to value creation.

SOURCE Biglari Holdings Inc.

Contact: Bruce Lewis, +1-210-344-3400
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