UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Cracker Barrel Old Country Store, Inc. | ||||
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On October 28, 2012 representatives of Cracker Barrel Old Country Store, Inc. (the “Company”) delivered the following presentation materials to Institutional Shareholder Services (“ISS”) in supplement to the Company’s presentation materials provided to ISS on October 26, 2012.
EXHIBIT #1
The following summary includes sales transactions by members of the Board of Directors since May 24, 2011 (as reflected in Form 4 filings with the SEC). This summary also assumes that Biglari Holdings’ analysis included gross sales for option transactions and did not offset or back out tax sales so we also focused on gross sales of the transaction. The Company’s analysis did not include Section 16(b) executive officers who were not members of the Board of Directors when reconciling the reported $38,058,000 in stock sales.
Gross Transactions:
Director Trades since May 24, 2011 (excluding Cochran and Woodhouse): $3,854,709
| • | Approximately 10% of aggregate $38M is attributed to non-executive directors |
| • | Approximately 85% of this amount relates to transactions by departing/departed directors |
| • | Balance of $583,246 represents option exercises by Martha Mitchell for 10,312 shares |
Cochran Trades since May 24, 2011: $4,019,876
| • | All equity proceeds emanating from these transactions were solely utilized to (1) offset the strike price of options and (2) pay the tax liability associated with the subject transactions. Ms. Cochran then retained all net shares remaining from the applicable award grants after the settlement of these obligations. |
Woodhouse Trades since May 24, 2011: $30,183,415
(approximately 80% of the aggregate $38M)
| • | 10/4 -22, 2012 - 10b5-1 plan |
| • | 9/12/12 - 2011 LTI shares |
| • | 8/2/12 - 2010 LTPP shares |
| • | 3/7/12 option exercise = $10,100,516 |
| • | 3/6/12 option exercise = $5,516,415 |
| • | 3/5/12 sale = $363,000 |
| • | 3/4/12 option exercise = $2,905,980 |
| • | 7/27/11 sale = $406,166 |
| • | 7/26/11 sale = $407,077 |
 1
LTM ROIC ANALYSIS
Source: Public filings
Note: Highlighted bars indicate CBRL core peer set as communicated in
26-Oct-2012 ISS presentation. ROIC calculated as NOPAT over 1-year
average invested capital. Invested Capital calculated as Book Value of Total Debt
plus Book Value of Total Equity. Debt figures exclude interest rate swap
liability. Denny's and Ruby Tuesday's ROIC calculations reflect an illustrative 30% effective tax rate due to not material reported effective tax rate
in the LTM period.
Exhibit #2 |
 2
EBITDAR MARGIN AND ROIC ANALYSIS
Restaurant Companies Used For Comparison in Biglari Holdings Presentation
Rank
Company
1
DineEquity
37.1%
95.0%
8.3%
2
Panera Bread
22.0%
51.3%
22.8%
3
Buffalo Wild Wings
19.5%
59.8%
16.5%
4
Denny's
17.7%
89.5%
23.9%
5
BJ’s Restaurants
16.6%
NA
10.4 %
6
Brinker International
16.5%
45.4%
18.4%
7
Darden Restaurants
15.5%
NA
14.7%
8
Texas Roadhouse
15.0%
18.9%
13.2%
9
Red Robin Gourmet Burgers
15.0%
39.6%
6.9%
10
Bob Evans Farms
13.9%
NA
10.3%
11
Cracker Barrel
12.8%
NA
16.2%
12
Ruby Tuesday
11.8%
11.0%
3.0 %
Exhibit #3
ROIC³
Percentage Franchised²
LTM EBITDAR Margin¹
Source: Public filings
Note: Highlighting
indicates
CBRL
core
peer
set
as
communicated
in
26-Oct-2012
ISS
presentation.
Restaurant
Companies
Used
For
Comparison
in
(1)
LTM EBITDAR Margin calculated based on adjusted EBITDA figures for
non-recurring items. (2)
Percentage franchised based on latest public filings.
(3)
ROIC calculated as NOPAT over 1-year average invested capital. Invested
Capital calculated as Book Value of Total Debt plus Book Value of Total
Equity. Debt figures exclude interest rate swap liability. Denny's and Ruby
Tuesday's ROIC calculations reflect an illustrative 30% effective tax rate
due to not material reported effective tax rate in the LTM period.
Biglari Holdings Presentation omits CAKE and BH from CBRL core peers.
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