Biglari and his investment funds own about 15% of Friendly's. He is seeking to get himself and Philip Cooley elected onto the company's board. One of Biglari's most interesting letters to shareholders was written on Tuesday (3/6). Throughout the four page letter he highlights his core beliefs regarding Friendly's.
First off, Mr. Biglari took apart the company's argument that he and Mr. Cooley are looking to "control the board" quite easily by pointing out the quite obvious fact that two-sixths does not represent a majority and, therefore, control would not be had with their election. He also went on to point out the fact that Friendly's "in aggregate, has generated negative cash flows...Phil and I will strenuously lobby the board to focus on cash flows to increase the intrinsic value of the company. If we can increase intrinsic value per share, the stock price will eventually follow suit."
Then Biglari discussed the company's capital structure -- mainly the company's debt-heavy balance sheet. The obvious risk of this capital structure is that any small problem with the business could cause the company to return to "near insolvency." Biglari goes on to say that "I believe the company will become bankrupt if it does not attempt to delever the balance sheet." He even pledges that he and Mr. Cooley will "champion a disciplined financial structure to increase shareholder wealth."
Also, Biglari believes the company should shift its strategy by decreasing the number of company-owned and operated units allowing it to "distribute more of its resources to the creation of better products, better quality control, shrewder, more effective marketing practices, more effective franchisee training - all with the objective of becoming a forceful franchiser capable of efficiently enhancing the brand." He also points to the irrefutable fact that returns on capital are higher from franchising than from ownership. He believes that the company could use the money from selling company-owned units to franchisers (re-franchising) to pay off the debt-load.
He also attacks the compensation structure and system at the company by saying, "We don't understand the rationale behind Mr. Smith's compensation, especially since he admits that he hardly spends any time at the company. His is not only an inappropriate policy but just another marker of a self-interested culture, which sets the wrong tone at the top." He also attacks the use of EBITDA as the bonus-creating metric because it can encourage an increased use of leverage.
Lastly, he attacked the poor corporate governance at the company by pointing to several obvious facts. First, five of the six directors have nearly no stake in the company. In addition, Biglari holds more of the company than the entire board of directors.
He finishes strong with: "Mr. Smith has used his board control to extract handsome profits for himself. We believe he has viewed Friendly's as his company. Friendly's is not a private firm; therefore, public shareholders' interests should come first. We, as the largest stockholders of the company, promise to protect your interests, and, unlike the incumbents, we will not rubber-stamp Mr. Smith's wishes."
I believe Biglari's intentions for the company are very logical and value-investor-minded. He clearly has the same interests as shareholders, as he owns about 15% of the company, and he is clearly convinced about the cause because he has spent so much money developing this campaign (activism costs A LOT of money, mainly due to legal fees). While the stock has run-up rather significantly since Biglari first became involved, I believe it is still a very interesting story to keep an eye on.










