Cracker Barrel Old Country Store, Inc. · NASDAQ:CBRL
Cracker Barrel Old Country Store — Proxy Contest (October 2024)
19 slides from Cracker Barrel Old Country Store's proxy contest presentation, Oct 31, 2024
Slide 1: Setting the Record Straight
Setting the Record Biglari Capital Corp. Straight
Slide 2: Legal Disclaimer
Legal Disclaimer The materials contained herein (the “Materials”) represent the opinions of Biglari Capital Corp. and its affiliates (collectively, “Biglari Capital”) and are based on publicly available information with respect to Cracker Barrel Old Country Store, Inc. (the “Company”). Biglari Capit
Slide 3: Setting the Record Straight
Setting the Record Straight > Reality: Biglari Capital’s campaign for board representation is NOT about control. • If elected, Biglari Capital nominees will constitute a minority on a 10-member board. To be clear, Sardar Biglari has no intention of assumingWhat Transformation any Cracker Barrel exec
Slide 4: With a ~$100 million Investment, Biglari Capital Has One Objective: Shareholder Value Creation
With a ~$100 million Investment in Cracker Barrel, Biglari Capital Has One Objective: Ensure Shareholder Value Creation for ALL Investors Cracker Barrel's Claim Transformation Plan Reality > It is disingenuous for Cracker Barrel Board to assert that Sardar Biglari’s ideas would destroy shareholder v
Slide 5: Carl Berquist and Meg Crofton Have Overseen Massive Value Destruction
Carl Berquist and Meg Crofton Have Overseen Massive Value Destruction and Lack Relevant Experience to Oversee the Transformation Plan Reality: Carl and Meg are not a source of stability. Transformation Cracker Barrel's Claim Plan Instead, they are responsible for value destruction. Carl Berquist > T
Slide 6: Sardar Biglari: Why He Should Be on the Board
Sardar Biglari: Why He Should Be on the Board > Sardar Biglari is not a hedge-fund activist. He brings deep industry and operational expertise, which is lacking on the Board. > His operational experience in the family dining sector, evidenced by the successful transformation of Steak ‘n Shake, is es
Slide 7: Biglari Holdings and Steak 'n Shake Have Significantly Outperformed Cracker Barrel
Biglari Holdings and Steak ‘n Shake Have Significantly Outperformed Cracker Barrel Sardar Biglari Has a Proven Track Record of Creating Shareholder Value and Improving Operations 200 Total Shareholder Return EBIT (FY19-FY24) 150 Cracker Barrel Biglari Holdings 107.9% $282.8 100 50 0 ($238) million o
Slide 8: Ms. Alberti-Perez Is Clearly a Better Choice
Ms. Alberti-Perez Is Clearly a Better Choice. She has been More Successful in Creating Shareholder Value and Would Add Relevant Experience to the Cracker Barrel Board Cracker 200 Barrel's Claim Transformation Total Shareholder ReturnPlan Reality allitty Cracker Barrel Pitney Bowes S&P 500 150 100 Mi
Slide 9: The Board has Engaged in Gamesmanship With Respect to Settlement Agreement
The Board has Engaged in Gamesmanship With Respect to Settlement Agreement > Neither Mr. Biglari nor Ms. Perez were acceptable to Cracker Barrel as part of the settlement discussions. > As incumbentTransformation nominees lack familyPlan dining and turnaround experience, it was essential at this jun
Slide 10: We are Skeptical and Shareholders Should Want Skeptical Minds in the Boardroom
We are Skeptical and Shareholders Should Want Skeptical Minds in the Boardroom at this Critical Juncture Transformation Cracker Barrel's Claim Plan Reality: If 70% of the market cap is being spent to upgrade the ambiance, it implies that the ambiance is the root cause of Cracker Barrel’s problem. >
Slide 11: 60% of Planned Capex is for Deferred Maintenance
60% of Planned Capex is for Deferred Maintenance – This Part Cannot be Transformational Cracker Barrel's Claim Transformation Plan Reality > Is the Board saying that it stopped necessary maintenance of stores for nearly four years (2020-2024)? > Why did the Board underinvest in existing stores while
Slide 12: Independent Analysts Question the Long-Range Plan, which is Lacking in Details
Independent Analysts Question the Long-Range Plan, which is Lacking in Details Transformation Cracker Barrel’s Claim Plan Reality “… further details and initial traction against initiatives are likely needed before becoming more constructive. … While strategic plans are appropriately focused on inve
Slide 13: Consensus Estimates for FY27 Adj. EBITDA are 40% Lower than Management's Guidance
Consensus Estimates for FY27 Adj. EBITDA are 40% Lower than Management’s Guidance Consensus Income Transformation Cracker Barrel’s Statement Claim Plan Reality (USD Millions) > Analysts estimate FY27 revenue of $3.6 billion, which is Jul '23 Jul '24 Jul '25E Jul '26E Jul '27E 8% lower than the mid-p
Slide 14: Independent Analysts Do Not Yet Believe the Board will Unlock Shareholder Value
Independent Analysts Do Not Yet Believe the Board will Unlock Shareholder Value Cracker Barrel's Claim Transformation Plan Reality > Cracker Barrel’s own guidance suggests 4% guest traffic declines in FY25. > Cracker Barrel’s share price is down (14%) since announcement of the plan in May 2024 and (
Slide 15: Cracker Barrel's Dividend Yield Argument is Disingenuous
Cracker Barrel’s Dividend Yield Argument is Disingenuous and Illustrates How the Company Tries to Mislead Shareholders by Shifting its Narrative Cracker Barrel's Claim Transformation Plan Reality > During the Business Update call in May’24, management stated: > “We believe we have significant opport
Slide 16: Cracker Barrel's Assertions About Biglari Capital Ideas are False and Unsubstantiated
Cracker Barrel’s Assertions About Biglari Capital Ideas are False and Unsubstantiated Transformation Cracker Barrel's Claim Plan Reality 9 Biglari Capital has NEVER advocated for unsustainable dividends. 9 As a large long-term shareholder, it makes no sense to advocate for unsustainable dividends. W
Slide 17: Steak 'n Shake's Transformation Has Been a Success. The Proof is in its Profits.
Steak ‘n Shake’s Transformation Has Been a Success. The Proof is in its Profits. Cracker Barrel's Claim Cracker Barrel fails Steak ‘n Shake’s EBIT to recognize the rose ~100% between revenue declined 2021-2023 (post- due to revenue Covid). recognition under GAAP of a franchise In comparison, operate
Slide 18: Jody Bilney is an Independent Director. Today's Needs are Different
Jody Bilney is an Independent Director. Today’s Needs are Different Than Two Years Ago Transformation Cracker Barrel's Claim Plan Reality 9 Biglari Capital has had no communication with Jody Bilney since her election to the Cracker Barrel Board. 9 Ms. Bilney was recruited for her marketing experienc
Slide 19: The Choice Is Clear
The Choice Is Clear • Cracker Barrel is in crisis and needs restaurant turnaround and capital allocation experience in light of the proposed $700 million capital expenditure. • What Biglari Capital Transformation Cracker nominees, Barrel Sardar Plan Biglari said Reality and Milena Alberti-Perez, hav
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