Infosys Analysis

In this account, we will take a look at Infosys, the Indian outsourcing giant that has continued to do well inspite of the economic turmoil in the last two quarters.

Infosys is an Indian outsourcing company that has done remarkably well in the past ten years. The net income after income taxes has increased from 61.5 million dollars in 1998 to 1.281 billion dollars in 2008. The EPS has also grown from 0.12 cents a share to 2.25 dollars a share in the same period. The number of shares has increased from 526 million to 570 million in the same period. The growth in the number of shares has diminished somewhat from 2008 till now primarily because of the elimination of stock option grants to employees.

The cashflow and balance sheet at Infosys is very sound. Infosys has about 1.1 billion in free cash flow yearly with about 2.7 billion in net cash in the balance sheet. Although the current economic climate may last for sometime, Infosys is well equipped to weather the storm.

Infosys employs about 100,000 people world wide with more than 75 nationalities represented. Infosys revenue grew by 35% in 2008 and 12% in 2009 in dollar terms. However, in Rupee terms, it grew by 20% in 2008 and 30% in 2009. Since most of Infosys employees are based in India, the depreciation in the value of the Indian currency has played to Infosys's advantage. During fiscal 2009, Infosys has added more clients (579) compared to the year before (538) with average sales per client coming in at 8.05 million dollars. The average sales per client has increased in 2009 compared to 2008. The revenue mix from the top ten clients has increased in 2009 compared to 2008.

From a price/cashflow basis, Infosys stock is cheaper than Google, RIMM and Amazon. However, it is also slightly more expensive than Microsoft and Apple.

Comparing companies in the outsourcing business, Infosys is cheaper than Wipro and Cognizant. However, it is more expensive than Accenture, Hewlett Packard and IBM. In the general market, there may also be better value plays than Infosys at the moment.

From a business model perspective, Infosys has fewer risks compared to tech giants such as Google, RIMM, Microsoft and Apple. Changes in technology are unlikely to hurt Infosys in any major way and may infact help increase Infosys revenues significantly.

Microsoft, Google and Yahoo!

In this blog, we will look at the balance sheets of Microsoft, Google and Yahoo! to see how these companies are doing in the downturn.

In the last quarter of 2008, the market was in a freefall causing dislocations in the search, advertising businesses. Thus Q1 of 2009 provides a good picture of how the companies are doing with respect to search and advertising businesses. Let us take a look.


Google:

Google had total income of 1.4 billion dollars after income taxes. Google spent 262 million dollars to purchase plant, property and equipment. Google doesnt pay a dividend - this makes the overall cash available for other activities 1.138 billion dollars.

Yahoo!:

Yahoo!'s income from operations fell to 117 million dollars in Q1 of 2009 from about 530 million dollars in Q1 of 2008. Yahoo! also spent about 70 million on capex. Thus the cash available for other activities is about 47 million dollars.

Microsoft:

Microsoft on the other hand relies exclusively on its other businesses to fund the search operations. Let us take a look at Microsoft's online services business.

In the January - March quarter, the online services business had revenues of 721 million dollars and a loss of 575 million dollars. For the first nine months of the year, Microsoft had revenues of 2.4 billion dollars and a loss of 1.5 billion dollars.

Let us see how Microsoft's other businesses are doing to see if Microsoft can keep up these losses without impairing its ability to compete in other areas.

In the Jan-March quarter, Microsoft had 2.977 billion in net income. Microsoft paid 1.155 billion dollars in dividends in the quarter. In addition, Microsoft had capital expenditures for plant, property and equipment of 632 million dollars. Overall cash that is available after these expenses is 1.19 billion dollars.

Microsoft took a large hit in the windows client operating profits with profits dropping by more than a billion dollars because of the rise of netbooks.

Thus looking at the cash flows and the cash on the balance sheet, it doesnt look as though Microsoft will be able to unseat the incumbent Google in the search market unless Google makes mistakes and hands over the reigns to Microsoft.

The Yahoo! market cap is about 22 billion dollars. It is unlikely that any buyout can happen for less than 30-35 billion dollars. Also, the parting of Yahoo! search to Microsoft is likely to cost Microsoft good amounts of money.

Cloud platform - the next generation of computing

There are several players in the cloud computing market at the moment. They vary from tech behemoths such as Microsoft, Amazon and Google to small players such as Rackspace. In this blog, we will analyze the different players and check their strengths and weaknesses.

Google offers web hosting and provides storage services through its app engine platform. However, the range of programming languages one can use with Google app engine platform is limited. The limited options also limit Google's ability to attract more programmers.

Microsoft has started offering web hosting and storage service. Currently this service is free and can be used within limits.

Offering widely used cloud services may not work well for Microsoft or Google. This business is a low margin business. While Microsoft enjoys wide margins on its productivity and operating system businesses, Google enjoys wide profit margins in its search business. The cloud business offers very low margins and it is a model that can threaten Microsoft's entire business model.

Amazon offers the best of breed cloud storage service. It also provides EC2 compute service. Amazon has also moved to offer CDN services based off of its storage engine.

Rackspace offers better pricing than Amazon in providing cloud storage and web hosting services. It also offers to host e-mail for qualified customers. Rackspace has teamed up with limelight networks to offer CDN service.

Sun Microsystems and EMC are also interested in cloud computing. Sun has historically been a player with storage technologies. EMC meanwhile has an interest in the cloud to sell more storage. It could get really interesting if IBM buys SUN. IBM would likely sell consulting services on top of the cloud software developed by SUN. There are other players such as AT&T, EDS, CSC who are also in this market.

Rackspace Systems is based off of San Antonio, Texas. It is a public company and provides details of its operations. It has been in the cloud business for some time now – its 10K shows revenue of $720/customer/year. The company doesn’t break down its profit margins for cloud vs other services ( like web hosting, hosted e-mail etc. ) The majority of the company’s revenue is through non cloud services. In fact, cloud services only make up 4% of Rackspace's market segment. However, the cloud segment is growing very quickly with 500% growth year over year. Overall, Rackspace's business is growing at 46% year over year. Rackspace has a pretax margin of 7% and after tax margin of 4%

The allure of cheaper maintenance and less capex will lure more services to migrate to the cloud in the coming years. It is difficult to predict a winner at this time, more likely than not, the winner will be a company that is not a prominent tech titan. The low margins make this model particularly attractive to companies such as Amazon and Rackspace. Others such as IBM ( with SUN ) may also find this space interesting as they add value added services and special hardware.

Bruce Berkovitz - why we sold Berkshire

http://www.fairholmefunds.com/player/feb11.pdf

Bruce Berkowitz explains why he sold Berkshire.

Berkshire Hathaway 2008 Annual Report

Berkshire Hathaway released its Q4 and annual report today. We have covered Berkshire in other sections in this blog. For the previous sections please take a look at this report:

The last report in this blog.

Now fast forward to the current year, will Berkshire be a sound investment for 2009 and 2010?

The company continues to be very sound and is increasing its moat in many segments of its operating businesses. Let us do a quick intrinsic value check as of 12/31/2008. If we use Warren Buffett's two column method, we have 122 billion in cash and investments + earnings per share of 3224. At the end of 2008, the intrinsic value of the company was around 110K/A share.

Berkshire as a company earns between 10-12 billion dollars a year from its various operations. This is accretive to the book value of the company. Typically, this money is invested to return 10-15% returns. It is very important to note that Berkshire is a compounding asset even when the markets are down as opposed to some of the other companies which rely on the consumer spending to rebound.

To see how the operating businesses will do, let us look at how the operating businesses did in Q4 of 2008 and equate it to 2009. In 2009, we have:

1. Insurance, Re-insurance:
This should do better than 2008. Primarily this is because of the financial position of hedge funds and other businesses having problems with capital.

2. Utility sector:
This sector should continue to do well in 2009 inspite of the economy. We can peg its earnings at par with 2008 if not more.

3. Investment and derivative gains/losses:
This should abate from its 2008 levels. My expectation is that it should start posting a gain from 2010 onwards.

4. Dividend and interest income:
I believe this should increase significantly in 2009 compared to 2008. This declined slightly in 2008 compared to 2008 but should pick up in 2009, 2010.

5. Income from manufacturing and other businesses:
This may decline by upto 20% but such a decline will reduce operating earnings by about 500 million dollars. I believe this should be made up by the gains in insurance which is gaining market share.

6. Investment portfolio:
This should recover from current position by end of 2009 or atleast in 2010.

From a three-five year horizon, Berkshire looks attractive. It looks more attractive than many other stand alone businesses which are trading at low prices in today's market.

Preferred stocks

Let us take a look at what constitutes a preferred stock. From investopedia, we have the following definition:

A class of ownership in a corporation that has a higher claim on the assets and earnings than common stock. Preferred stock generally has a dividend that must be paid out before dividends to common stockholders and the shares usually do not have voting rights.

Many of the preferred stocks are callable. Let us see what does this mean, again from investopedia:

A type of preferred stock that carries the provision that the issuer has the right to call in the stock at a certain price and retire it. Also known as "redeemable preferred stock".

The preferred stock is different than a convertible. A convertible is typically a bond that pays a certain interest that later can be converted to common stock.

When we analyze some of the preferred stocks, it is common to see the term "debenture" in the literature. Let us see what this stands for. Investopedia helps us again.

"A type of debt instrument that is not secured by physical asset or collateral. Debentures are backed only by the general creditworthiness and reputation of the issuer. Both corporations and governments frequently issue this type of bond in order to secure capital."

Now, let us take a look to see who issues preferred stocks. It is typically the financial institutions and utilities that issue preferred stocks. The banks typically issue preferred stocks as they are able to raise capital without diluting the equity holders.

Typically, a preferred is not a great investment as they may not be called on the callable date as they typically pay a dividend to perpetuity. The second problem with preferred stocks is that the dividend doesnt increase with the companies earnings but the price of the preferred may see wide fluctuations.

So, why is the preferred stock interesting? From Wall Street Journal page, many preferred stocks are generating attractive yields. Some of the banks are particularly interesting. The strongest banks in the US include Wells Fargo and USB. How do we analyze the preferred stocks? There are two tests that come to play.

1. Is the bank stable enough to pay the dividends and outlast this downturn?
2. How is the interest rate calculated? E.g: If the interest is a fixed percentage, one may lose out if the market rebounds and inflation creeps in. However, if the interest is pegged to the LIBOR, the odds of failing against inflation is low.

Investopedia helps us define LIBOR again:

The LIBOR is fixed on a daily basis by the British Bankers' Association. The LIBOR is derived from a filtered average of the world's most creditworthy banks' interbank deposit rates for larger loans with maturities between overnight and one full year.

Now, let us see which banks have yield against the LIBOR and which ones dont. The WSJ article shows us the current yields on preferred stocks. The yields are wider on banks with troubled assets - e.g: Bank of America and MBNA. The yields are lower on Wells Fargo and USB which have stronger franchises. The regional banks such as Suntrust also enjoy a higher yield as they are perceived to be weaker franchises compared to the larger operations.

The website Quantum Online lists some exotic securities one can follow through. Let us look at a couple of securities.

The first one is USB-L and USB-H. USB-L is currently trading at a higher price but offers about the same dividend as USB-L. While there is certainly more downside risk for both, there is a key difference between these two offerings. While offering identical yields, USB-H is trading at a significantly lower price than USB-L. This is because USB-L offers a higher yield that is fixed at a specific rate. If the inflation is to increase, USB-H will become more attractive than USB-L. From a longer term point of view, USB-H is more attractive than USB-L as USB-H offers more upside. Specifically, USB-H offers more opportunities for capital gains than USB-L.

There are other preferred stocks that one can browse in the above links. Each of them offers its own risks and rewards. One should do one's own due diligence before jumping and buying these stocks.

Amazon.com analysis

Amazon's business is as follows:

We seek to be Earth’s most customer-centric company for three primary customer sets: consumer customers, seller customers and developer customers. In addition, we generate revenue through co-branded credit card agreements and other marketing and promotional services, such as online advertising.

Consumer Customers

We serve our consumer customers through our retail websites and focus on selection, price, and convenience. We design our websites to enable millions of unique products to be sold by us and by third parties across dozens of product categories. We strive to offer our customers the lowest prices possible through low everyday product pricing and free shipping offers, including Amazon Prime, and to improve our operating efficiencies so that we can continue to lower prices for our customers. We also provide easy-to-use functionality, fast and reliable fulfillment through our global fulfillment center network, timely customer service, and a trusted transaction environment.

We fulfill customer orders in a number of ways, including through the U.S. and international fulfillment centers and warehouses that we operate and through co-sourced and outsourced arrangements in certain countries. We operate customer service centers globally, which are supplemented by co-sourced arrangements. See Item 2 of Part I, “Properties.”

Seller Customers
We offer programs that enable seller customers to sell their products on our websites and their own branded websites and to fulfill orders through us. We are not the seller of record in these transactions, but instead earn fixed fees, revenue share fees, per-unit activity fees, or some combination thereof.

Developer Customers
We serve developer customers through Amazon Web Services, which provides access to technology infrastructure that developers can use to enable virtually any type of business.

It is interesting that Amazon has added a new category of customers called "Developer Customers" for whom it provides technology infrastructure to enable any type of technology business.

Amazon's top line increased by 29.19% whereas the bottom line increased by 35.5% year over year before the dilutive effects of stock options. More importantly, the free cash flow increased by 15.5% year over year, a lower rate than EPS growth. Although free cash flow increased at a lower rate, Amazon has been able to retire debt ( almost 800 million ) and increase its assets.

46.6% of Amazon's sales come outside of north america. The remaining 53.4% come from within north america. While the north america margins declined year over year, the international margins increased.

From a growth perspective, Amazon's growth in media was 20%, growth in electronics and other goods was 45% and the other segment was 29%. The total other revenue was 542 million in 2008.

Also, Amazon's shipping costs are negative. It costs Amazon money to ship goods to the customers. In 2008, Amazon spent 1.465 billion in shipping costs of which it was able to recover 835 million from the customers.

While amazon is a well run business and is doing well, the total share count has increased by about 30% in the last ten years. Amazon also trades at a price/cashflow multiple of 19, which is higher than some better run businesses in this field. The trend of increasing in share count continues to go up. Also, in this environment, there are many cheaper alternatives available to invest one's money.

Microsoft Analysis

Microsoft announced FY09 earnings and employee layoffs on 22nd January, 2009.

First let us take a look at Microsoft's earning per share and margins for the last ten years. Microsoft's earning per share increased from 0.71/share to 1.87/share in the last ten years. It is expected to stay the same this year as well.

Cashflow per share increased from 0.84/share to around 2.16/share in the same period. However, the interesting thing here is the margin before income taxes. The margins declined to 39.4 cents on the dollar in 2008 from 60.2 cents on the dollar in 1999.

The number of shares outstanding declined from 10.964 billion to 9.490 billion. The company bought back stock in the open market in the last year and has further declined the number of shares outstanding to 8.914 billion.

For the first six months of FY 2009, the cost of revenue went up by 8.64%. The cost of R&D increased by 22.86%. Sales and marketing expenditures went up by 9.88%. The total expenditures increased by 10.8% for the first six months of FY09 compared to FY08.

Let us look at the revenues and profitability of each of the divisions at Microsoft.

Windows Client had revenues of 8.2 billion and income of 6.2 billion. The windows client revenue declined on a year over year basis by about 500 million. The server and tools division revenue and income increased by about 600 million making up for the downward shift in windows client. The online services business revenue increased slightly but it also opened a huge loss of 900+ million. The entertainment and devices division (includes XBoX and Zune) had flat revenue and declining profits. The cost of corporate level activity increased year over year. Consolidated net income declined to 11.9 billion from 12.3 billion dollars year over year despite increase in revenue.

Microsoft also announced layoff of 1400 employees immediately with 3600 more to follow in the next year and half. Interestingly enough, MAC gained market share against windows by about 1% point in the Oct-Dec quarter. The increase in operational expenditures will keep the EPS near 2008 levels.

As an investment, the EBT margin for Microsoft declined in the most recent quarter to about 35% from about 38%. The increase in costs continues to be a factor. Unless the company takes some measures to cut down on its various spending initiatives, it is likely that the stock will continue to underperform the broader market.

USB Analysis

US Bancorp (USB) is bank with presence in north america and europe. It has the following lines of business.

1. Payment Services. USB got 27% of its revenue in 2007 through payment services segment. This segment involves corporate payment systems, merchant payment services, NOVA information systems, Retail payment services (debit, credit card) and transaction services.

2. The second segment involves wholesale banking - which earned 19% of USB revenue in 2007. This involves corporate, commercial and real estate banking.

3. The third segment involves wealth management and securities services. This accounted for 12% of USB's earnings in 2007. USB allows individuals, muncipalities and businesses build, manage, preserve and protect wealth and distribute obligations.

4. Consumer banking which involves home mortages supplied 40% of USB revenue in 2007.

This mix changed slightly into 3Q 2008 where payments accounted for 27% of revenue, consumer 41% of revenue, wealth management 13% of revenue and wholesale accounted for 19% of revenue.

Let us analyze USB with the criteria that WEB established for Wells Fargo in 1990.

a. Is the management team able?

b. Dont have a larger headcount than necessary.

c. Attack costs when profits are at record levels as they are under pressure.

d. Stick with what they understand and let their abilities, not their egos determine what they attempt.

For the first question, USB seems like a well run company without being affected by the problems in subprime and other lending despite its large exposure to the California market. Richard Davis has run the company well.

USB hasnt had any layoffs as experienced by Citi, BAC and other players. Wells Fargo also played its hand conservatively. However, its acquisition of Wachovia probably altered its asset mix.

Attack costs when profits are at record levels as they are under pressure. This is somewhat answered by no layoffs - keeping the costs under control with personnel has paid off for USB.

Finally, USB hasnt tried to swallow smaller companies using TARP money. Let us take a look at the 3Q conference call. This was an exchange between Mike Mayo and Richard Davis.

Mike Mayo - Deutsche Bank
Following up on the deal question, why wouldn’t you go out and buy another bank that’s less efficient, especially if you had a government guarantee? Also, are there certain parts of the country that you are interested in, either near or long term?
Richard Davis
Did you say “why wouldn’t we?”
Mike Mayo - Deutsche Bank
Yes, why wouldn’t you? I mean it makes sense what you have done and now the price has come down and maybe even some government assistance. Everyone asks, “what about U.S. Bancorp?” Everyone else has shown some kind of move, whether it is JP Morgan or Bank of America or Wells Fargo.
Richard Davis
I hear you. Now first of all, you know me and I am not motivated by what everybody else is doing. It only works if it works for us. The prices actually don’t come down. I mean the fact of the matter is that there is more money in the market. I suspect that the target prices might actually go up. So for us it’s just going to have to be a deal, like I said, that fits all of our criteria which is immediate accretion and long-term value. I do think that there is more of that out there. I am telegraphing that we are more active and more interested than we might have been before, but it doesn’t change any of the parameters and it doesn’t change our appetite for taking risk. It’s got to be the right deal and it’s got to make sense. So sure, we are looking at it more.

Let us look at the bank as a whole and how it compares to others.

Asset Size: 247 billion
Deposit: 140 billion
Loans: 170 billion
Customers: 14.9 million
Market Cap: 32.1 billion
Branches: 2769
ATMs: 5159

Through 3Q 2008, the ROA was 1.45% and and ROE was 16.6%. Let us see how this compares to Buffett's Wells Fargo buy in 1990. The ROA and ROE numbers were hampered by Q3 weakness. This is likely to reduce further with Q4 numbers.

Wells Fargo is big - it has $56 billion in assets - and has been earning more than 20% on equity and 1.25% on assets.


The growth in net charge offs and loan loss reserve build is expected to accelerate in Q4 2008. It is expected that the company will take 600 million in charge offs and 650 million to build reserves in Q4 2008. This compares to a total cost of 748 million in Q3 2008. While the increase in charge offs and loan losses will reduce the income, we expect the income to be still positive. The company paid out more in dividends than what it earned in Q3 and we definitely expect the dividend to come under pressure in 2009.

Risk

From Buffett's 1990 letter to share holders on Wells Fargo:

Of course, ownership of a bank - or about any other business - is far from riskless. California banks face the specific risk of a major earthquake, which might wreak enough havoc on borrowers to in turn destroy the banks lending to them. A second risk is systemic - the possibility of a business contraction or financial panic so severe that it would endanger almost every highly-leveraged institution, no matter how intelligently run. Finally, the market's major fear of the moment is that West Coast real estate values will tumble because of overbuilding and deliver huge losses to banks that have financed the expansion. Because it is a leading real estate lender, Wells Fargo is thought to be particularly vulnerable.

None of these eventualities can be ruled out. The probability of the first two occurring, however, is low and even a meaningful drop in real estate values is unlikely to cause major problems for well-managed institutions. Consider some mathematics: Wells Fargo currently earns well over $1 billion pre-tax annually after expensing more than $300 million for loan losses. If 10% of all $48 billion of the bank's loans - not just its real estate loans - were hit by problems in 1991, and these produced losses (including foregone interest) averaging 30% of principal, the company would roughly break even.

USB is likewise in a strong position. The recession in 2008 is more severe than the one in 1990-1991. The economy will likely continue to contract in Q1 2009 and Q2 2009. The stress in residential housing market may continue into 2009. It is likely that the stress will spread to other areas such as commercial real estate - this can put further pressure on the bank. However, there are segments of the bank that continue to do well.

TARP:

In 2008, the company received 6.599 billion in TARP payments. At a rate of interest of 5%, the company is required to pay out $330 million to the federal government every year.


Dividend payout:

Another factor is the dividend yield. While the stock paid out $1.70 in 2008, the earning as well as payout is likely come under pressure in 2009.

We expect 2009 to be a good year to invest in USB if the current market conditions dont lead to a full blown depression.

Pepsi (PEP) Analysis

Pepsi has the following business segments which generate most of its profits.

Dominant in salted foods market
•36% profit from north america

Pepsi beverages
•28% of profits from north america

Pepsico International
•29% profits

Quaker Foods
•7% profits

In the last ten years, Pepsi has performed impressively. Its EPS has increased from $1.23 to $3.55 (expected ) this year. The cash flow per share has increased from $1.98/share to $4.70/share. ROE has remained stable and EBT margin has also remained stable. Overall, Pepsi has performed well in the past ten years. It has also taken the lead in US with 38% of savory snacks market and 25% of US liquid beverage market.

In FY09, the profit growth has stalled into the third quarter. From Pepsi's 10-Q:

Total operating profit increased 5% and margin decreased 1.4 percentage points. The unfavorable mark-to-market impact of our commodity hedges reduced operating profit growth by 2 percentage points and reduced margin by 0.4 percentage points. Leverage from the revenue growth was offset by the impact of higher commodity costs. The impact of foreign currency contributed 2 percentage points to operating profit growth and the impact of acquisitions contributed 1 percentage point.
Other corporate unallocated expenses decreased 2%. Lower deferred compensation costs and the favorable impact of certain other employee-related items were partially offset by higher costs associated with our ongoing business transformation initiative, increased research and development costs and foreign transaction losses. The decrease in deferred compensation costs is offset (as a reduction to interest income) by losses on investments used to economically hedge these costs.

Also, the profit growth for the first 36 weeks of the year increased 4% compared to the year before. The fourth quarter is expected to be tough with rough economic conditions worsening the down draft.

Pepsi is cheap now with a price to cash flow ration of 13 with stable cash flows. The cash flow growth may be limited for the next couple of years but may increase there after. Most of the growth will probably will come from outside the US.

I expect Pepsi to report lesser earnings after Q4 as the north america segment should see some declines given the hard Q4. Investors may be able to get Pepsi stock at better prices once the Q4 results are out.

Getting credit score information for free

Saturday's WSJ suggested the following sites to check out free credit score. 

http://www.credit.com

http://www.creditkarma.com

http://www.bankrate.com

Of the three sites, I found only creditkarma.com offering free credit score. Credit.com had the free score bundled with some other service. 

The credit score is an approximation as the agencies that provide the scores use custom formula that is not accessible.

Berkshire Hathaway (BRKA) Analysis

Warren Buffett's Berkshire Hathaway has been hammered this year by a declining share market. We have analyzed Berkshire Hathaway several times in this blog. Warren Buffett has had an outstanding record handicapping winners and has been the greatest investor of all times.

In this analysis, we take a numbers view of Berkshire Hathaway, whose earnings have been lumpy. These are the numbers from Value Line publication. From 1998 to 2008, the EPS for Berkshire has grown from 1021/share to an estimated 5685/share in 2008. The book value of Berkshire has grown from 37,800/A share to an estimated 77,420 in 2008. The insurance premiums collected per share has grown from 3606/share to an estimated 16450/share.

However, 1998 and 2008 represent vastly different times. In 1998, the bull market was hitting a crescendo whereas in 2008, the bear market probably peaked. Berkshire share scaled new peaks in 1998 where as it has hit some historic lows in 2008.

Even in this scenario, Berkshire can be conservatively valued at $110K - 120K/A share. Now, this doesnt even take into account the prospects for 2009.

Several things stand out for 2009. The most skilled investor is in charge with Charlie Munger, who is second to none. Apparently Buffett has been getting better at investing in his seventies. The bear market provides a great investor good places to put his money to work. The sage of Omaha had about 40 billion to invest in 2008 and most of the money has been invested. Assuming 10% yield, we are looking at 4B in income to bolster the balance sheet which will contribute 2500/A share. Let us take a conservative estimate and assume that the earnings will be less and will only contribute $1500/A share.

In addition, many Berkshire companies will be solidifying their position in this downturn and enhance their moats. The operating earning after the downturn is over would be significantly higher. The second thing is that many hedgefunds writing catestrophe insurance have gone belly up reducing the competition for re-insurance. Lastly, the downturn is expected to last for sometime before the full recovery. This should provide the Oracle more opportunities to invest his ever increasing war chest.

If SP500 recovers in 2009, so will Berkshire's equity portfolio. This will provide the double whammy of increasing book value, decline in mark to market losses for the put contracts expires long time from now and increased income from other SP500 companies such as GS and GE. We are witnessing the transfer of wealth from the weak to the strong.

I am betting on atleast 20% rebound in BRKA in 2009 and may be more in 2009 and 2010.

SNY (Sanofi-Aventis ) Analysis

SNY is a french based company with executives from France, Germany and Britain. It has significant operations around the world. It is a dominant drug company in Europe followed by the US and the rest of the world.

It has a dominant presence in the flue shot vaccine. The company also produces vaccines for Polio/Whooping Cough/Hib, adult booster vaccines, meningitis, pneumonia, other vaccines. The company is seeing double digit growth in vaccines year over year. Vaccines make up about 10% of the revenue overall. The company is also a leader in the treatment of thrombosis ( blood clotting ) and diabetes. The main drugs of the company are Lovenox, Plavix, Stilnox, Taxotere, Elaxatine, Lantus, Copaxone, Aprovel, Tritace, Allegra, Amaryl, Xatral, Actonel, Depakine, Nasacort. The revenue jump for pharmaceuticals is in low single digits. The unfavorable dollar to euro conversion rate isnt helping the company either.

Geographically, the company has major presence in Europe with 43% of its revenue coming from Europe. 35% of its revenue comes from the US. The remaining come from other parts of the world.

The French companies Total and L'Oreal hold significant stakes in the company at 12.64% and 8.65% respectively. The companies' voting rights are at 19.06% and 14.34% respectively. The American ADR holders may not have the same rights as the share holders in Euronext exchange. As a result, it is likely that dividends will continue to get paid at increasing rates in the future.

Although the top line has been stagnant in Euros for the past three years, the operating income available to shareholders has increased. The increase has come from the decrease in "Impairment of property, plant and equipment and intanglibles" charge in the past few years.

Although the book value of the company may seem quite high, majority of the book value is in the form of goodwill and intangibles. The company acquired Aventis recently.

The company is less exposed to expiring patents and has quite a few new drugs in the pipeline. Even without the new drugs, the company sports attractive dividend yield and price/cashflow ratios.

Dell Analysis

Let us look at Dell's business: From 10-K.

Dell listens to customers and delivers innovative technology and services they trust and value. As a leading technology company, we offer a broad range of product categories, including desktop PCs, servers and networking products, storage, mobility products, software and peripherals, and services. According to IDC, we are the number one supplier of personal computer systems in the United States, and the number two supplier worldwide.

Our core business strategy is built around our direct customer model, relevant technologies and solutions, and highly efficient manufacturing and logistics; and we are expanding that core strategy by adding new distribution channels to reach even more commercial customers and individual consumers around the world. Using this strategy, we strive to provide the best possible customer experience by offering superior value; high-quality, relevant technology; customized systems and services; superior service and support; and differentiated products and services that are easy to buy and use. Historically, our growth has been driven organically from our core businesses. Recently, we have begun to pursue a targeted acquisition strategy designed to augment select areas of our business with more products, services, and technology that our customers value. For example, with our recent acquisition of EqualLogic, Inc., a leading provider of high-performance storage area network solutions, and the subsequent expansion of Dell’s PartnerDirect channel, we are ready to deliver customers an easier and more affordable solution for storing and processing data.

Competition:
As a result of the intensely competitive environment, we lost 1.9 points of share during calendar 2007. We lost share, both in the U.S. and internationally, as our growth did not meet overall personal computer systems growth. This was mainly due to intense competitive pressure in our U.S. Consumer business, particularly in lower priced desktops and notebooks, as well as a slight decline in our worldwide desktop shipments (compared to 5% worldwide industry growth in desktops). At the end of calendar 2007, we remained the number one supplier of personal computer systems in the U.S. and the number two supplier worldwide.

In light of this, let us look at Dell's bottom line.

Dell's cash flow from operating activities has a stable/declining trend.

Operating
CashFlow (millions) Year


3,949 2008

3,969 2007

4,751 2006

5,821 2005

4,064 2004

In the current fiscal year, Dell's cash flow has continued to deteriorate compared to the previous year.

The primary reason for the decline is reduction in margin over the last two years compared to prior years because of intense competition. This year, the margin is even lower compared to the prior two years.


While Dell is a good franchise and will continue to have a world wide presence in the near term, the cash flow may take some hits. At the current prices, Dell doesnt look like a good investment when compared to some of the other opportunities available in the market.

Microsoft (MSFT) Analysis

Microsoft is a technology company based in the US. The company is trading for a P/E of 13.46, Price/Cash flow of 11.03 and yield of 1.75%. The P/E ratio is historically the cheapest it has been.

Let us look at some numbers under the hood to see how the businesses are doing and what the prospects look like.

From the 10-K, the annual revenue for FY08 was 60.8 billion with operating income of 22.48 billion before taxes.

Fiscal year 2008 compared with fiscal year 2007

Revenue growth was driven primarily by increased licensing of the 2007 Microsoft Office system, increased Xbox 360 platform sales, increased revenue associated with Windows Server and SQL Server, and increased licensing of Windows Vista. Foreign currency exchange rates accounted for a $1.6 billion or three percentage point increase in revenue during the year.

Operating income increased primarily reflecting increased revenue, partially offset by increased headcount-related expenses, increased costs for legal settlements and legal contingencies, and increased cost of revenue. Headcount-related expenses increased 12%, reflecting an increase in headcount during the year. We incurred $1.8 billion of legal charges during the year primarily related to the European Commission fine of $1.4 billion (€899 million) as compared with $511 million of legal charges during the prior year. Cost of revenue increased $905 million or 8%, reflecting increased data center and equipment costs, online content expenses, and increased costs associated with the growth in our consulting services, partially offset by decreased Xbox 360 costs. The decreased Xbox 360 costs reflect the $1.1 billion charge in fiscal year 2007 related to the expansion of our Xbox 360 warranty coverage as discussed below, partially offset by increased Xbox 360 product costs reflecting growth in unit console sales.

The diluted earnings per share growth was impacted by the $1.1 billion Xbox 360 charge in fiscal year 2007 and current year share repurchases. 

Windows client had revenues of 16.8 billion with 13 billion in income. The server and tools division had revenues of 13.1 billion and operating income of 4.59 billion. The Microsoft business division had revenues of 18.9 billion and operating income of 12.4 billion. 

The remaining divisions and corporate level activity contributed to about 8 billion in losses or impairment. The other divisions include Online Services, Entertainment & Devices and Corporate Level Activity. 

 Overall, 59% of Microsoft revenues came from the US and the remaining from the rest of the world.

 Microsoft is also in a buying frenzy spending about $12 billion in FY08 in buying companies that are publicly or privately held. 

The interesting aspect of Microsoft's business is the unending investments in the search & ad space that is not yielding any fruit. More light was spilled on this in the yearly conference call.

QUESTION: Thank you. I just have some questions on the timeline here, sort of when Yahoo! collapsed. On May 3rd you disclosed your offer price of $33, on May 6th there was a quote from one of Yahoo!'s largest shareholders saying he was extremely disappointed with them. May 13th Icahn had bought a block of share. May 15th he had his board slate nominated, and my guess is by May 16th all of Yahoo!'s largest shareholders had told them that they would consider voting for the Icahn slate, and would be willing to sell for $33 a share. So that's just 13 days. It doesn't seem plausible that the asset depreciated that much in those 13 days. What really happened that made you decide not to pursue it at that point?

STEVE BALLMER: I'm glad you have the timeline, I lived it, but I don't have it sort of noted here in quite that detail. But we had a date we were going to make a decision. We came fully prepared to work. We didn't converge. There was no further I don't know, May 15th, 17th, some place in the teens, there was no it was over. The discussions stopped. Somebody wanted to sell us the business on May 15th, 17th, whatever some day was, it was unknown to me. We had a discussion. We had a discussion with the CEO of the company. We couldn't reach a deal. You move on.

The fact of the matter is, and Chris went through all of the rationale, I think, actually much more eloquently, in fact, than I did earlier in the day, and certainly much more crisply. You go through all of it, the market has changed, lots of things have changed. But we had a deadline based upon kind of what we wanted to accomplish, and time to market, and the deadline passed. And then we started looking at additional alternatives, and I know by Memorial Day we were having some discussions about a search deal, which was fine, and those, too, didn't work out. But by that time, we were really on to the search field.

CHRIS LIDDELL: I don't want to keep rewriting history, and the he said/she said sort of discussion that we've had way too much of. But when we launched the bid, we launched it with an anticipation that we would get serious engagement very quickly, and a decision very quickly. We -and if you had told me that May was going to be that point, I would have said, that's way too long. I think we made it very clear, right through the early stage of the acquisition, that something like March would have been great. The end of April suddenly became a drop-dead date. And at some point is the tipping point in all of these where it no longer makes sense to engage on the principle thing. I think we were clear right the way along.

STEVE BALLMER: It is a little weird. You could say Chris is a little bit crisper about these things than I am. But, man, we had an offer out that was 100 percent premium on the operating business of the company, and there wasn't really even a serious price negotiation until the beginning of May, which is three months later. Okay, that's just the way these things work. And yet, we had priced -you could say, why did you come in with an offer that was 100 percent premium on the operating business, but taking out the Asian assets. And the answer was, so we could get it done quickly. Chris still relatively new to tech, he said, are you kidding? No other business in the world would have this kind of patience. And yet, I think we've dealt a little bit with founders, and we wanted to give the thing some time. But at some point, as Chris said, you move on. On the question of investing in search and related businesses: I mean, I talked about, I think, tried to give you some characterization of what I thought that ante was. I talked a little bit about that. I talked about the potential of investing something like 5 to 10 percent of operating income for a period of time in order to go after it. It kind of gives you a little bit of a feel. We were between 5 and 10 percent this year. You could say it doesn't give you a precise feel. I'm never precise about things that are forward looking, because it doesn't seem to be all that useful, unless we're willing to be super-precise, and that's what we call guidance. On opex cost: Chris said maybe it made sense for me to explain just a little bit how we think about FY '09, and where we're spending money. We announced that our OPEX would be up something about $4 billion in FY '09 versus FY '08. I'm not an expert, but I bet if you back out growth in operating expenses at stores in Wal-Mart, that ranks right up there as one of the largest increases in operating expense year over year of any company in two sequential years. So let me give you a little context. Microsoft's search business investing and the distress in the financial industry is likely to taper growth in its core businesses this year. While the share buy backs should help the earnings, that alone might not be enough.  Even though Microsoft is historically cheap, it still doesnt look like a bargain at these prices. A company like Walmart seems to offer more upside than Microsoft at the moment.

Wesco Financial Analysis

This is from Warren Buffett's investment letter from 1990:

Lethargy bordering on sloth remains the cornerstone of our investment style: This year we neither bought nor sold a share of five of our six major holdings. The exception was Wells Fargo, a superbly-managed, high-return banking operation in which we increased our ownership to just under 10%, the most we can own without the approval of the Federal Reserve Board. About one-sixth of our position was bought in 1989, the rest in 1990.

The banking business is no favorite of ours. When assets are twenty times equity - a common ratio in this industry - mistakes that involve only a small portion of assets can destroy a major portion of equity. And mistakes have been the rule rather than the exception at many major banks. Most have resulted from a managerial failing that we described last year when discussing the "institutional imperative:" the tendency of executives to mindlessly imitate the behavior of their peers, no matter how foolish it may be to do so. In their lending, many bankers played follow-the-leader with lemming-like zeal; now they are experiencing a lemming-like fate.

Because leverage of 20:1 magnifies the effects of managerial strengths and weaknesses, we have no interest in purchasing shares of a poorly-managed bank at a "cheap" price. Instead, our only interest is in buying into well-managed banks at fair prices.

With Wells Fargo, we think we have obtained the best managers in the business, Carl Reichardt and Paul Hazen. In many ways the combination of Carl and Paul reminds me of another - Tom Murphy and Dan Burke at Capital Cities/ABC. First, each pair is stronger than the sum of its parts because each partner understands, trusts and admires the other. Second, both managerial teams pay able people well, but abhor having a bigger head count than is needed. Third, both attack costs as vigorously when profits are at record levels as when they are under pressure. Finally, both stick with what they understand and let their abilities, not their egos, determine what they attempt. (Thomas J. Watson Sr. of IBM followed the same rule: "I'm no genius," he said. "I'm smart in spots - but I stay around those spots.")

Our purchases of Wells Fargo in 1990 were helped by a chaotic market in bank stocks. The disarray was appropriate: Month by month the foolish loan decisions of once well-regarded banks were put on public display. As one huge loss after another was unveiled - often on the heels of managerial assurances that all was well - investors understandably concluded that no bank's numbers were to be trusted. Aided by their flight from bank stocks, we purchased our 10% interest in Wells Fargo for $290 million, less than five times after-tax earnings, and less than three times pre-tax earnings.

Wells Fargo is big - it has $56 billion in assets - and has been earning more than 20% on equity and 1.25% on assets. Our purchase of one-tenth of the bank may be thought of as roughly equivalent to our buying 100% of a $5 billion bank with identical financial characteristics. But were we to make such a purchase, we would have to pay about twice the $290 million we paid for Wells Fargo. Moreover, that $5 billion bank, commanding a premium price, would present us with another problem: We would not be able to find a Carl Reichardt to run it. In recent years, Wells Fargo executives have been more avidly recruited than any others in the banking business; no one, however, has been able to hire the dean.

Of course, ownership of a bank - or about any other business - is far from riskless. California banks face the specific risk of a major earthquake, which might wreak enough havoc on borrowers to in turn destroy the banks lending to them. A second risk is systemic - the possibility of a business contraction or financial panic so severe that it would endanger almost every highly-leveraged institution, no matter how intelligently run. Finally, the market's major fear of the moment is that West Coast real estate values will tumble because of overbuilding and deliver huge losses to banks that have financed the expansion. Because it is a leading real estate lender, Wells Fargo is thought to be particularly vulnerable.

None of these eventualities can be ruled out. The probability of the first two occurring, however, is low and even a meaningful drop in real estate values is unlikely to cause major problems for well-managed institutions. Consider some mathematics: Wells Fargo currently earns well over $1 billion pre-tax annually after expensing more than $300 million for loan losses. If 10% of all $48 billion of the bank's loans - not just its real estate loans - were hit by problems in 1991, and these produced losses (including foregone interest) averaging 30% of principal, the company would roughly break even.

A year like that - which we consider only a low-level possibility, not a likelihood - would not distress us. In fact, at Berkshire we would love to acquire businesses or invest in capital projects that produced no return for a year, but that could then be expected to earn 20% on growing equity. Nevertheless, fears of a California real estate disaster similar to that experienced in New England caused the price of Wells Fargo stock to fall almost 50% within a few months during 1990. Even though we had bought some shares at the prices prevailing before the fall, we welcomed the decline because it allowed us to pick up many more shares at the new, panic prices.

The prices are definitely not what Buffett paid for in 1990 but it still makes for a good investment.

Let us fast forward to 2008 and see how things stand at Wells Fargo. The ROA is 1.27% and ROE is 15.5%. The stock is going at a P/E of 15.9 and and a ratio of 10.8 before taxes at current prices.

The company has 47.6 billion in equity and 400 billion in loads. The debt to equity ratio is about 11. However, the conservative underwriting is helping the company weather the financial storm pretty well. The upside is somewhat lower at current prices but looking at the stock price + yield makes this stock still very attractive.

AEO Analysis

AEO announced its second quarter results ending on May 3rd 2008 recently. The environment for retail has soured with the downturn in housing and the increase in gas prices, inflation.

AEO is now expected to earn about $1.41/share this fiscal year and things should improve around 2010 when the issues with women's apparel and Martin and Osa brand is fixed. Also, one should look at new product lines coming up. The American Eagle brand has reached saturation ( or about to reach saturation ) so all the cash flows must come from other brands.

Let us look at the numbers for a moment. While the top line increased by 4.5%, the bottom line decreased by 44%. ( excluding interest income ). The decreased number of shares helped hold the earnings per share somewhat respectable in this environment. The company has focussed on holding market share in this difficult period.

Management has provided guidance that the second half of the year is more likely to be like the first half without much improvement.

Let us look at some of the other things the management did. The company had 703 million dollars in cash and equivalents. In a dumb move, the company decided to hold some of the cash in auction rate securities which are illiquid. It is a move the management made most likely to get higher yield, yet management found that most of these securities are illiquid in the absence of other bidders. Now the company is forced to keep its securities till maturity. This ties up valuable cash that can be used for stock purchases held till maturity. The risk of default of the counter party is also unknown.

Deducting the 703 million dollars from the market cap, the company has 2.3 billion in market cap. ( ofcourse, this is assuming the auction rate securities will mature and can come into hand). The cash flow without including capex is around 490 million. The capex number is expected to drop next year which should bode well for this stock.

The management should aggressively buy back stock at these levels since the majority of stock buy back happened in the mid twenties. Instead of deploying the cash in dubious investments like ARS, stock buy back will provide most value for the stock holders at this time.

I still believe that the company's stock is attractively priced. The company carries no debt and has improved its inventory management. The company ships products in sixty+ countries via the internet. The gift card business provides about 4 million dollars ( annual ) revenue. If the company executes well and buys back stock, we can easily see this issue in the high twenties or low thirties in two-three years time.

Conoco Phillips Analysis

Let us look at Conoco again after the rumors that Warren Buffett is doing something with the stock. We will key off our analysis from FY08 Q2 report as well as FY07 annual report.

Let us look at the proven reserves and the estimated cash flows from proven reserves. Conoco provides an estimate using 2007 year-end prices and costs (adjusted only for existing contractual changes), appropriate statutory tax rates and a prescribed 10 percent discount factor. It also assumes continuation of year-end economic conditions. The calculation is based on estimates of proved reserves, which are revised over time as new data become available. The future cash flows has been trending up primarily because of the increase in crude prices. It has jumped from 51 billion to 67 billion dollars from 2006 to 2007.

In Q2 conference call, the management said that there wont be any more major acquisitions in the near future as it won't provide additional value to share holders. Also ,at the end of Q2, the book value was close to $62/share. Of this, $20 billion came from the Lukoil investment. This has fallen somewhat since the Russian invasion of Georgia and also the subsequent oil price drop. It is likely that oil prices will remain high in the future as there are no significant new discoveries to offset depleting oil fields. COP is also in talks with Petrobras to do some joint venture in some areas ( specifics not known ). The company is also spending significant amount of cash to buy back shares.

The oil prices have since jumped up by about 15% since the end of 2007. This has led to the decline in usage of oil in the US by about 3% year over year. COP has also allocated about $10 billion to buy back its shares. This combined with the increase in gas prices lead one to believe that book value of COP will keep increasing at a steady pace through this year and next.

From a price to cashflow as well as price to book perspective, COP looks more attractive compared to the other oil majors at this point in time.

BRKA Q2 Analysis

Berkshire Hathaway filed its Q2 earnings on 08/08/08. I was hoping Berkshire to report headline grabbing mark to market losses with derivatives. This would have opened a buying opportunity for me. However, it turns out that Berkshire had less mark to market losses.

Let us look at the balance sheets to see how Berkshire did.

The shareholders equity took a small drop (2.3%) compared to December 31st. Berkshire's stock holdings have taken a mark to market drop of abotu 5.5 billion in the six month period which have since recovered. In the first six months of the year, 26.7 billion of fixed income securities were bought along with 5.5 billion of equity securities. ( 11.9 billion dollar worth of securities were sold as well ) Overall, in the first six months, 19.4 billion dollars were deployed.

Let us look at the cash flow from operations. This declined to 4.99 billion from 7.43 billion from the corresponding period last year. It is a 33% drop, primarily attributable to the reinsurance market slump.

Interestingly, the interest, dividend and other investment income came in at 2.4 billion for the first six months at par with last year. This should increase in the coming years because of the large investment in the fixed income category.

Insurance underwriting gain declined this year compared to last year. The decline was across all insurance sectors with the exception of Berkshire Hathaway Primary Group. BHAC, the monoline insurer is now operational in 49 states. This sector is expected to be lumpy in earnings and very few reinsurance contracts were written in the first six months of the year.

Utilities section continues to do well with earnings fallling slightly for the quarter but up for the first six months.

Manufacturing, service and retailing continues to do wel in a tough environment. The total revenues jumped up to 17.49 billion from 14.98 billion thanks to the Marmon/TTI acquisition. Earnings also increased by 11.5%. The general trend in manufacturing/retail is that revenues are up but income is down. This is a trend across all businesses as we see increased inflation but that can't be passed on to consumers.

Finance and financial products also declined somewhat compared to the prior year. Manufactured housing, furniture/transportation leasing hasnt fallen off a cliff but are down nominally.

In general, going by strict quantitative analysis, the IV is around 142K/A share. However, IV is also the potential cash that can be taken out of the business in its life time. With this calculation, under normal economic conditions, the IV will be closer to 150-160K/share.

Sardar Biglari letter

http://www.western-sizzlin.com/pdfs/Chairmans%20Letter%202007.pdf

A great letter in the Warren Buffett mould:


1
WESTERN SIZZLIN CORPORATION
To the Shareholders of Western Sizzlin Corporation:
In 2007 Western continued its evolution as a holding company in order to
maximize intrinsic business value on a per share basis.1 To achieve our objective, we
have made the conscious decision to be in the business of acquiring other businesses. To
describe our performance accurately, we must begin this year’s report with a few
comments about accounting because, depending on the percentage of voting stock
owned by Western in other businesses, under generally accepted accounting principles
(GAAP) three major categories are used for reporting our results.
GAAP dictates that we consolidate the financial statements (including income
statement and balance sheet) of businesses in which we own more than 50%. Western
Sizzlin Franchise Corp. (“WSFC”), 100% owned by Western, is an example.
Consequently, we fully record all the sales, expenses, assets, and liabilities of WSFC.
Businesses in which we own between 20% and 50% impact our income statement
in a different manner, termed the equity method of accounting. Their earnings are posted
as a single item on our consolidated income statement. For example, we have a 50% joint
venture in a Wood Grill Buffet restaurant; yet on the income statement, you will notice
just a one-line entry of our portion of profits or losses. Unlike businesses in which we
own the majority of shares, the revenues and expenses are not itemized on Western’s
consolidated income statement since we do not own the stipulated 50% plus of Wood
Grill Buffet.
Then we possess holdings in which our ownership is under 20%. GAAP
prescribes that Western cannot enter the earnings of such investees on its income
statement, and that only dividends received should be listed on it. In past years, such
investments did not affect Western’s income statement (unless shares were sold).
However, last year we decided to transfer most of our marketable securities to an
investment partnership, Western Acquisitions, L.P., in which we have limited partners
investing alongside us. Because of the limited partners, the partnership is deemed an
investment company, and accounting rules further stipulate that fluctuations of the
market price of our holdings are applied to earnings every quarter. Thus, the actual
earnings of our investees are not incorporated in our income statement; rather, the
market value changes, either up or down, are identified as part of our “earnings.” And,
to complicate matters even more, stocks that we hold outside the partnership are treated
differently; here, changes in market value affect our net worth but do not appear on the
income statement unless the shares are sold.
We have provided the abridged outline of accounting rules because Western
owns portions of businesses ranging from less than 1% of the voting stock to 100%. This
view is particularly important to positions in which ownership is less than 20% because
1 Intrinsic value is computed by taking all future cash flows into and out of a business
and then discounting the resultant number at an appropriate interest rate.
2
investees’ earnings are not recorded in our operating earnings, even though the unstated
amount may exceed listed figures. Consequently, our approach to GAAP earnings is
simple: We ignore them. Phil Cooley, Vice Chairman and my partner, and I make our
own assessment of the value of Western by accounting for all cash flows, whether we
own 1% or 100% of another concern, to arrive at Western’s “economic earnings.” It is
our ownership of our holdings and therefore our claim on cash flows that are relevant.
Accordingly, we account for the cash flows of businesses we own in whole and in part to
compute Western’s total cash flows. Our claim on the unaccounted cash flows from noncontrolled
businesses and their subsequent use is of great import to us. The growth of the
aggregate cash flows of the businesses we own — both controlled and non-controlled —
will signify the growth in Western’s intrinsic value. Our view, we warn you, is
unconventional. Then, again, our mindset is geared to pay attention to what counts and
not to how the numbers are counted under GAAP.
While we do not disclose our estimated values of the businesses we own in whole
or in part, we do provide the information you require so that you can construct your
own appraisals. We arrive at our personal valuations independent of the accounting
values for wholly-owned businesses or for the values the market places on our partiallyowned
ones. Stock market values at times are capricious, and we caution anyone about
equating them with intrinsic values.
We operate under a highly decentralized management structure with financial
decisions centralized only at the holding company. The returns on invested capital from
the operating businesses combined with my capital allocation work produces Western’s
overall return which, according to our criterion, must exceed the S&P 500 Index. Over
time, we are focused on seeking a rate of growth in Western’s business value that
surpasses the total return measured by the S&P. I am confident that the operating
businesses we own will deliver good-to-great returns on capital; my responsibility is to
reinvest the surplus cash in a manner that improves overall corporate results.
Western Sizzlin Franchise Corp.
Our largest wholly-owned subsidiary, WSFC, which franchises and operates 117
restaurants, is our main source of operating earnings.
Years Ended December 31,
2007 2006
Income from restaurant and franchise operations ...................................... $ 507,773 $ 572,210
Plus: Depreciation and amortization expense ........................................... 1,063,017 1,057,492
Plus: Claims settlement and legal fees associated with lawsuit ................ 741,287 289,109
Income from restaurant and franchise operations (excluding depreciation
and amortization expense and expenses associated with the lawsuit) ........ $ 2,312,077
$ 1,918,811
In 2007, our restaurant and franchise operations did well as profits increased by
20%. The major contribution to this heightened performance stemmed from our 50%
joint venture in Wood Grill Buffet. However, same-store sales decreased by
approximately 1% for both franchise and company-operated restaurants. While we seek
improvement in comparable sales, our approach is not simply to escalate sales at any cost
$
$
3
but to do so profitably. We want to attain increases in same-store sales through boosts in
guest traffic rather than by inflating menu prices. Thus, our focus is on understanding
customer value — by providing enticing offerings that will engender a lasting and
profitable relationship.
In 2006 and 2007 we cut unnecessary expenditures without curtailing the
services we provide our franchisees. For example, we moved offices from a venue in
which a number of offices were vacant to one that is more appropriate to our needs and,
best of all, will save us annually around $74,000 in rent. Moreover, we have trimmed a
number of like expenses to become more productive. Yet while we continue to fight
costs to save wisely, we have concurrently pursued investments in our core business to
expand franchised openings. Although these expenditures increase our operating costs,
in our mind, they are a form of investment that should supplement our long-term cash
flows. As a corollary, we must ensure the health of the existing franchise system.
Total capital expenditures for company-operated stores were $35,493 in 2007,
and in 2008 we expect them to approximate $50,000. We view these outlays as expenses
to maintain operations even though they do not appear on the income statement.
As I wrote in previous letters, lawsuits have plagued our company. In the 2005
letter I had deemed certain legal costs a one-time expense, but in last year’s letter I wrote,
“I was wrong. Shortly after the [2005] letter we were slapped with another lawsuit.” This
litigation has cost us nearly a painful $1 million. As an investor, when I see the term
“one-time” expense repeat every few years, I no longer designate it as “one-time,” but as
“habitual.” In our case, the recent significant legal liabilities stemmed from past years
when WSFC’s former management made the unsound decision to lease properties under
unfavorable terms. Because of the failures to recognize and remedy past problems, I
have made the decision to become more involved and to that end have assembled the
appropriate legal counsel. As for future exposure to litigation, we now have only one
more sublet arrangement (expiring later in the year), and we are assiduously working
through any issues to avoid future liabilities. Consequently, by the end of the year we no
longer will need to report the expense line “subleased restaurant property expenses.”
In my view, we are displaying signs of progress. We are pleased that in December
2007 a new franchisee started an updated yet still traditional Western Sizzlin concept with
a smaller footprint. This Parkersburg, West Virginia store is expected to generate sales of
approximately $3 million in its first year of operation. The unit economics are very
attractive with a sales-to-investment ratio of 1.5:1. In addition, a newly recruited
franchisee in California later in the year will introduce the first Wood Grill Buffet there.
Whether the store is a Wood Grill Buffet or a Western Sizzlin, we are happy with the unit
economics for a franchisee. Because we have proven concepts, our key task is to
encourage potential operators to learn that these outlets are accessible and lucrative. (Call
Jerry Plunkett at 540-345-3195
if you’re interested in becoming a restaurateur
representing our brands.)
We entered into a joint venture in 2005 to build a single Wood Grill Buffet
restaurant of 12,600 square feet, seating 400, located in Harrisonburg, Virginia. This
venture has been exceptional mainly because of our partner in the project, W.E. Proffitt,
who because he knows how to run a buffet concept to perfection, lives up to his name by
producing exceptional profits. W.E. has day-to-day operating responsibility for the
business. The decision to team up with W.E. was easy, given his success at his other
4
restaurant located in Charlottesville, Virginia, which is also generating around $5 million
in revenue.
Below is the result for the Wood Grill joint venture for 2007:
Year Ended
December 31, 2007
(unaudited)
Statement of Operations Data:
Total revenues ............................................................................. $ 4,960,695
Food............................................................................................ 2,110,602
Labor........................................................................................... 1,502,077
Marketing.................................................................................... 204,374
General and administrative .......................................................... 404,106
Depreciation and amortization ..................................................... 200,869
Interest ........................................................................................ 223,574
Earnings (loss)............................................................................. $ 315,031
In partnering with W.E., we formed a jointly-owned entity that borrowed $3.3
million with each partner contributing $300,000 in capital for a total investment of $3.9
million, which includes land and building. Western also guaranteed 50% of the bank
loan. Last year, earnings before interest, depreciation, and amortization but after capital
expenditures were $726,479. The return on invested capital was 18.6% with a free cash
flow2 return on equity capital of 83.8%.
Needless to say, we like the unit economics of Wood Grill, and as evidenced by
our experience, we think it can make an effective operator a healthy stream of income.
It’s a concept based on the sound premise of delivering great values to consumers, whose
patronage in turn delivers great returns to the owners.
Mustang Capital
We are in the process of purchasing 51% of Mustang Capital for $1,173,000.
John Linnartz is the founder and managing partner of Mustang, an investment
management firm with approximately $55 million in client assets. (For sharp-eyed
readers, we are technically purchasing a 50.5% limited partnership interest in Mustang
Capital Advisors and a 51% membership interest in Mustang Capital Management, which
owns a 1% interest in Mustang Capital Advisors as its general partner.) Western plans to
pay a total purchase price of $300,000 in cash and $873,000 of Western’s common
stock, priced at $16 per share.
I met John a few years ago at a Christmas party held by an accounting firm
servicing our respective investment companies. As two value investors, John and I
naturally gravitated to a corner to discuss pink sheet stocks. His knowledge is impressive;
as a sample, I gave him a few facts about a certain stock, and he identified the company
simply through my sketchy data.
2 Free cash flow represents earnings plus depreciation and amortization minus capital
expenditures.
5
The next time I saw John was last year in New York at Western’s annual meeting,
as he then was one of our largest shareholders. Several months later he asked for a
meeting and broached the idea of Western’s purchasing his business, a proposition I
immediately embraced. To John, price was not the primary factor; rather, he wanted a
good home for his business and also wished to continue running it. His investment
record, founded on a very stable client base, is phenomenal. He will continue to operate
his business as before.
We believe that other money managers like John would find Western an ideal
solution to monetize a portion of their business, establish a succession plan, and be part
of a public company without being saddled with all the drawbacks: e.g., meeting with
analysts, regulatory filings, press interviews, and so on. Furthermore, they could
continue to run their business as they had before we purchased them. Phil and I are
excited about the prospects of working with John, and we expect that Western
stockholders will be equally excited about the value added from this acquisition. If you
plan to attend the annual meeting, be sure to say hello to him.
(Mustang, through its funds and its managed accounts, held approximately 7.2%
of Western's common stock. However, at the closing of the transaction, Mustang’s funds
will distribute Western’s stock to their limited partners.)
Friendly Ice Cream Corp.
In my letter to you last year, I wrote concerning our plans for one of our then
largest equity positions, Friendly Ice Cream Corp. Shortly after writing you on June 8,
2007, a week later, the company agreed to be purchased by Sun Capital Partners, a
private equity firm, amounting to $15.50 per share or $337 million (which included the
assumption of debt). Because of Massachusetts law, which requires the affirmative vote
of the holders of not less than two-thirds of the outstanding stock to approve such a
transaction, Sun indicated privately to us that unless we contractually agreed to the offer,
it would not buy Friendly. Because the price reflected full value and it was the right
decision for all shareholders, we concurred with the transaction.
Friendly was a fascinating situation for Phil and me. It epitomized our love for
great businessmen like Friendly’s co-founder, S. Prestley Blake. Moreover, we were not
the only ones who thought Friendly’s situation was thought-provoking. Harvard
Business School made our proxy fight and Prestley’s lawsuit with Friendly’s top
leadership the subject of a case study. Professors V.G. Narayanan and Fabrizio Ferri
along with Senior Researcher James Weber wrote an extraordinary study, adhering to the
facts with admirable accuracy. You may order a copy of the case by visiting
http://harvardbusinessonline.hbsp.harvard.edu. I will refrain from recounting much of
what you can read in the case.
We started purchasing the stock for Western in July 2007, accumulating 531,318
shares by the end of 2007 at an average price of $8.54. This purchase price in relation to
the buyout amount was approximately 82%.
6
The Steak n Shake Company
Around the time Friendly announced its intentions to sell, we began investing in
another restaurant chain that like Friendly boasted an iconic brand but had also fallen on
hard times: Steak n Shake.
The company was started in 1934 by A. H. “Gus” Belt. In the years since its
founder passed away in 1954, the ownership has changed hands three times. Luckily for
the business, in 1981 E.W. “Ed” Kelley sealed the contract to purchase the company and
began to grow it. Over the next two decades under Kelley, the chain snowballed into a
great restaurant company. Unfortunately, Kelley’s decline in health in 1998 reduced his
role in the firm, and the health of the company began to deteriorate. For the next ten
years, the company increased its top line but failed to create shareholder value for the
capital that it retained in the business.
Observing that the firm’s predicament had culminated in lowering its stock price,
I allotted capital from Western to purchase shares amounting to 5.4% of Steak n Shake.
The ownership reported in our public filings, however, is 13.2% because of The Lion
Fund, L.P. and other shareholders who are acting in concert with Western. Consequently,
our group represents the largest stock ownership in the company. Members of the group
consist of a couple of Ed Kelley’s former business partners, one of whom includes the
former Vice Chair of the company, S. Sue Aramian, Mr. Kelley’s right hand person.
On August 13, 2007, Phil and I traveled to the company’s headquarters in
Indianapolis, scheduled to visit with Peter Dunn, then CEO, and Jeff Blade, CFO. Thirty
minutes before our meeting, we read on the wire that Mr. Dunn had resigned. Alan
Gilman, at the time chairman of the board, was appointed interim CEO. Consequently,
we met only with Messrs. Gilman and Blade, and by the end of the meeting we asked for
two board seats to help restore and unlock the value inherent within the company. After
several months during which the desired results were not forthcoming, we initiated a
proxy contest. In addition to mailing letters to shareholders, we set up the website
enhancesteaknshake.com to communicate with all stakeholders.
Of course, a proxy fight is only a prelude to improving the performance of a
company. The proxy contest accomplishes a change in the boardroom, which alters the
dynamics of the leadership in a company. To us it was the last resort, but one that we felt
forced to take; Steak n Shake’s former leadership had lost sight of its purpose.
In proxy contests, several proxy advisory firms are in business to advise
institutional investors on how to vote. Phil and I received the backing of all major
advisory firms: Institutional Shareholder Services, Glass Lewis & Co., Proxy
Governance, Inc., and Egan-Jones Proxy Services. The net effect at the annual meeting
on March 7, 2008 was that these recommendations along with the support of
shareholders eventuated in our winning two board seats in a landside with 74% of the
votes cast in our favor.
Steak n Shake’s intrinsic value per share has been declining. While the economy
provides a difficult environment for restaurants, the company’s performance is
unacceptable. What attracted us to Steak n Shake was the power of the brand, its real
estate, and the chain’s ability to generate substantial cash inflows. Even though Steak n
Shake has experienced larger operating shortfalls than I anticipated when I began
7
purchasing the stock, its problems Phil and I believe are fixable. Thus, we believe in the
company’s long-term prospects.
The former management’s revenue strategy in the new millennium — to grow
top line without achieving the proper return on invested capital — was fallacious. Theirs
was a case of opening stores without the proper management systems and operational
capabilities in place to execute effectively, a mistake culminating in low returns on
invested capital. Nevertheless, we think that the situation can be remedied if the
principles, objectives, and alterations we have in mind are implemented.
The primary objective of Steak n Shake’s board and management must center on
intelligent ways to maximize the intrinsic business value of the company on a per share
basis. This long-term view will keep leadership disciplined to create value on an
enduring basis. Otherwise, it is easy to become myopic — with detrimental results. It is a
requisite to begin to implement certain strategic initiatives to create substantial and
sustainable shareholder value. The reasons underlying these imperatives are that the
record clearly shows, in quantifiable terms, that during the last ten years approximately
$566 million in capital has been spent, yet operating profit declined and negative
shareholder returns were produced!
Steak n Shake has exemplified the antithesis of a value-based strategy, proving
that sales growth is not tantamount to value growth. Growth at a competitive
disadvantage — when cost of capital exceeds return on capital — destroys shareholder
wealth. The decision to plow money back into low-return investments has resulted in the
detrimental effect of lowering the price of the stock. A larger company has been created
with more company-operated restaurants, but shareholders have been denied the
opportunity to reinvest their capital elsewhere in more remunerative opportunities. In our
proxy contest, we advocated that a moratorium be placed on new store openings.
We continue to espouse the notion that the company focus on the generation of
free cash flow and the judicious reinvestment of capital, a policy intended to maximize
the value per share of the company. It can no longer allocate capital without considering
opportunity cost. If intrinsic value per share increases, the stock price will eventually
follow suit.
In pursuit of optimizing free cash flow, the uppermost levels of leadership must
constantly review projects and eliminate the unnecessary ones to curtail nonessential
spending. Equally important is to take the savings from excess spending and reinvest
Steak n Shake’s Capital Allocation Record
($ in thousands)
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 10 Yr.
Change
Revenues $295,944 $350,879 $408,686 $445,191 $459,014 $499,104 $553,692 $606,912 $638,822 $654,142 $358,198
Growth per Yr. – 18.6% 16.5% 8.9% 3.1% 8.7% 10.9% 9.6% 5.3% 2.4% –
Pre-tax Profit $ 32,850 $ 30,602 $ 33,204 $ 32,366 $ 36,044 $ 32,424 $ 42,438 $ 44,444 $ 42,292 $ 14,871 ($17,979)
Growth per Yr. – (6.8%) 8.5% (2.5%) 11.4% (10.0%) 30.9% 4.7% (4.8%) (64.8%) –
% of Revenues 11.1% 8.7% 8.1% 7.3% 7.9% 6.5% 7.7% 7.3% 6.6% 2.3% (8.8%)
Capital
Expenditures
$ 51,430
$ 66,974
$ 75,765
$ 39,910
$ 41,351
$ 30,707
$ 46,278
$ 63,622
$ 80,840
$ 68,643
Cumulative Capital Expenditures (10 Year Period): $565,520
Source: As Reported in SEC filings
8
those funds prudently. Complying with the maxim to save wisely and invest sensibly is
imperative to turn Steak n Shake around. But turnarounds cannot turn without
management’s reducing unnecessary overhead. General and administrative (“G&A”)
spending must be limited to appropriate levels. The reduction in G&A should become
part of the corporate culture at Steak n Shake to conserve resources and to distribute
them productively.
Towards that end, just returning to past G&A levels — on a per unit basis —
would save the company around $15 million annually. Bottom line: Steak n Shake like
WSFC is in the penny-profit business. We continue to believe that a great deal of money
has yet to be saved at Steak n Shake’s headquarters and at the store level.
In altering the corporate culture, we must select an entrepreneurial CEO who will
be relentless in fighting costs, who will concentrate on the customer by leading
employees and franchisees to champion a common standard of quality, service, and
cleanliness. The culture of the organization should revolve around capitalizing on the
mental prowess of entrepreneurs. With the right leadership team, the company can
become more nimble and inventive as it adheres to principles and practices placing a
premium on individual performance.
The CEO must be a vigorous leader willing to instigate grassroots searches to
improve operations. Steak n Shake must adapt to the very sharpest ideas and practices
pervasive in the marketplace. Borrowing or emulating the most effective industry
methods is essential to molding a profitable restaurant chain. As Wal-Mart founder Sam
Walton once said, “Most everything I’ve done I’ve copied from someone else.” At Steak
n Shake, we can learn a great deal from other highly resourceful retail and restaurant
businesses.
We want Steak n Shake to be best-in-class in product, in menu, in customer
metrics, and in financial returns. Every day, roughly a quarter of a million people go
through Steak n Shake restaurants; the quality of their overall experience will ultimately
determine whether they will increase or decrease their number of visits. The pleased
guests will certainly spread the good word that their listeners ought to visit frequently,
whereas the displeased guests can hugely damage future traffic. An organization that is a
standout for its employees, franchisees, and customers will ultimately be a standout for
stockholders.
Current plans must focus on turning around operations with unit economics that
are attractive for the company and its franchisees. Over the longer term the company
should strategically zero in on growth through franchising. Franchising represents a
strategy of disciplined unit growth by leveraging the brand with market penetration in a
manner that begets low-risk revenue and high-return cash flows. Such a long-range plan
would yield numerous benefits: It would allow management to concentrate on propelling
the value of the brand by allotting more resources to development of better products,
improved quality control, shrewder marketing practices — all resulting in better overall
productivity, resource allocation, high returns on capital, and significant free cash flow.
Thus, the company should be in the franchising and real estate businesses for the cogent
reason of maximizing return on capital while concurrently minimizing cost of capital —
a powerful combination that would lead to creating value for all shareholders.
9
Improvement of store-level profitability, growth through franchising, reduction
of corporate G&A, focus on generation of free cash flow, share repurchases, pay-forperformance
compensation, a more effective governance board — these are strategies we
have in mind to enhance the value of the company. Western’s 5.4% equity interest in
Steak n Shake represents about $33 million of revenue, larger than WSFC’s entire
restaurant and franchise operations. Consequently, we are working with the board so we
can become more involved with the company, effect necessary changes, and invite in the
right CEO.
Thus far, the investment result has been dismal. But we think that it will improve.
ITEX Corp.
ITEX is in the business of barter, functioning as the clearinghouse for
approximately 24,000 member clients through a franchise network. Barter is the oldest
form of commerce, so we are going back a few thousand years with this concept. Instead
of businesses bartering directly with each other, ITEX provides a marketplace for its
member clients to purchase goods and services from one another utilizing trade credits,
which are administered through ITEX’s bookkeeping system. Thus, ITEX manages the
marketplace and acts as a third-party record-keeper, charging its members a percentagebased
transaction fee as well as an association fee.
By now you may wonder why one would use ITEX when ages ago a convenient
medium of exchange had been invented, money. ITEX has in essence an alternative
monetary system using its own unique currency. ITEX’s exchange, or bartering, can be
another source of revenue for most businesses, particularly those with excess inventory
or capacity. Instead of unused products lying fallow and services remaining
unproductive, bartering opens the door for firms in like situations to work with one
another. Thus, it’s an effective way to enter new markets or reach clients who otherwise
may not have paid cash. I myself have been using barter services since I was 13 years
old. ITEX helped me launch my early ventures. In fact, years ago I paid for office rent
and obtained office furniture all through the barter exchange. At our operations in
WSFC, we have been utilizing the bartering program since early 2007.
ITEX’s business is attractive to us because, as a franchise system like WSFC, it
generates stable cash flows and pleasing returns on capital. Initially, we sought to
purchase the entire business, making an unsolicited tender offer at an exchange ratio of
.06623 shares of Western common stock for each outstanding share of ITEX’s common
stock. While we believe the value of ITEX would be enhanced as a wholly-owned
subsidiary of Western, for reasons such as elimination of redundant public company
costs and potential revenue sources, ITEX management vehemently opposed the
transaction. Nonetheless, we proceeded, and we thought we probably would have
succeeded if we upped our offer, a move which we vehemently opposed (for reasons we
explain in the next section). But the shareholders who did wish to tender their stock were
given the opportunity to do so as we revised the offer and in the process increased our
ownership by 5% of the company. We had previously purchased 4% in the open market
with cash. Therefore, we currently own approximately 9% of the company and are its
largest outside shareholder, a position that leaves us quite comfortable.
10
Stock Issuance
Because our goal is to maximize the value per share of Western, we are
concerned both with the numerator, intrinsic business value, as well as the denominator,
the number of shares. When considering a share issuance in purchasing a business, we
follow a basic policy: We will issue shares only when we receive as much or more
intrinsic value on a per share basis. What concerns us is not whether an acquisition is
accretive to earnings per share but whether it adds to intrinsic value per share.
In negotiated acquisitions, the price paid often is so high that any potential
benefit to the buyer is negated. In our analysis we have found that acquisitions
predicated on cost savings usually have a more successful outcome than do ones based
on revenue generation. Unfortunately, synergy often has been used as a pleasant word in
mergers and acquisitions to justify a premium when in fact synergy did not exist. A
significant premium, incidentally, is not necessarily a concern if it can be defended. We
do not look for acquisitions on the basis of synergy; rather, we seek to capture the value
of non-integration. Non-integration has value, and as a holding company we plan to
capture that value in allowing acquirees to retain their autonomy. The cost is lack of
synergy, which we believe is overrated, whereas non-integration is underrated.
Acquisition Goals
We will continue to seek ownership in businesses in their entirety as well as in
part. When purchasing a controlling interest, we will do so only at a sensible price. While
we remain flexible in structure, our basic criteria for a business acquisition are that the
acquiree comes with intelligent management who has historically produced healthy cash
flows and earned high returns on invested capital. Therefore, we are not interested in
somewhat chancy new ventures, as promising as they may appear to be.
If the principals in a business are interested in becoming a part of Western
companies, we would welcome hearing from them.
Western Real Estate
Western purchased 23.5 acres of land in San Antonio through Western Real
Estate, L.P. on December 13, 2007 for $3.75 million. The property is near an 800-acre
mixed-use development, The Rim, in one of the most robust and fastest growing areas of
the city. We knew that all 23.5 acres were not usable, but after the due diligence we
received reliable data and was in a position to offer a price and close on the transaction
expeditiously. The price was favorable in relation to the property’s potential usability.
We received attractive financing from our friends at Wachovia Bank. They have
provided a $2.6 million note at prime minus 50 basis points, which at the date of this
letter stood at 4.5%. We are delighted with the after-tax carrying cost of around 2.8%.
Thus far, we have not accepted outside money for Western Real Estate, L.P. although
certain parties remain interested.
The entitlement process began as soon as we purchased the property; of course,
this process will increase our costs but eventually should lead to sufficient cash flows
when compared to our total investment. There is value in converting non-income
producing real estate to one that is producing. With many of our investments, but
11
particularly with real estate development, it pays to follow Benjamin Franklin’s advice:
“He that can have patience can have what he will.”
NASDAQ Listing
Earlier this year, on February 25, 2008, Western’s shares were listed on the
NASDAQ Capital Markets and now trade under the symbol WEST. Our decision to list
on NASDAQ was driven by our desire to reduce the transaction costs for our
shareholders.
Over the long haul, the most investors can earn from a stock is equal to the
profits achieved by the business less transaction costs, namely the commissions charged
by brokerage firms and the net spreads realized by market-makers. We attempt to attract
long-term shareholders who seek to profit in concert with the business and not from the
faulty reasoning of their co-shareholders on the value of the company. Irrespective of
the exchange on which the stock is listed, we have connected with the right shareholder
base. Phil and I have been pleased by the quality of our shareholders — savvy long-term
business owners. Because we view Western as a medium through which shareholders, not
the company, own the assets and claim the profits, we are ultimately concerned about the
pre-tax return of our shareholders.
The legal and listing fees in connection with our presence on NASDAQ were
approximately $90,000 and expensed in the first quarter, 2008. We expect that this
amount is far less than the long term savings on our shareholders’ transactions. Clearly,
we are not income statement driven, but rather we are concerned with the long-term
economic consequences of our decisions for our shareholders.
Board of Directors
In 2007 we added two new board members: Kenneth R. Cooper and Martin S.
Fridson. Ken, a real estate attorney who has been a trusted friend, is also able to proffer
valuable assistance with Western’s real estate transactions. Marty is the master when it
comes to the junk bond market. Marty and Phil knew each other over the years, at one
point serving simultaneously on a non-profit board. I first learned of Marty when I was
an undergraduate student in Phil’s investment class because Phil required his entire class
to read Fridson’s book Financial Statement Analysis. Last fall, Phil and I visited with
Marty about his joining Western’s board, and shortly thereafter he enthusiastically
agreed. While I enjoy all of Marty’s writings, I recommend your reading his latest,
Unwarranted Intrusions: The Case Against Government Intervention in the Marketplace,
one of my favorite volumes from 2007.
Rights Offering Redux
Last year I offered an explanation of the use of a rights offering, which you can
read by accessing the letter on our website.
In 2007, as in 2006, we initiated a rights offering. We raised $7.6 million in 2007
and $4.2 million in 2006. In both years Western did not hire an investment banker to
assist with the rights offering. As I mentioned in last year’s letter, flotation costs (namely
issuing expenses, e.g., legal, printing, accounting, and numerous smaller associated
outlays) would be quite low in 2007. Actually, expenses were remarkably low at 1.3% of
issuance, resulting in net proceeds of $7.5 million.
12
Phil and I are puzzled why more companies do not initiate rights offerings
because it is an excellent method to raise equity capital and minimize costs. (No
investment banker fees perhaps!) When boards and management review their alternatives
in equity financing, they invariably opt to sell discounted shares to outside parties along
with paying high underwriting fees — the effects of both are to the detriment of their
shareholders’ net worth. Not only are flotation costs much lower in rights offerings than
they are in most other forms of equity offerings, but they are a quite equitable method
and provide all shareholders equal terms.
* * *
As the former CEO of Coca-Cola, Roberto Goizueta once articulated, “We, in
business, do have a calling. We have a calling to reward the confidence of those who
have hired us — and to build something lasting and good in the process.” This is our
guide as we attempt to grow Western’s value in many dimensions. We seek to utilize all
available options to create value. We have a strong balance sheet and plan to conduct our
affairs in a manner to maintain extreme flexibility. We are willing to trade near term
performance to maximize long-term value and in the process strengthen Western.
However, we should warn you that our methods will produce erratic results but ones we
believe will be above par in the long haul. If volatility in operating performance
unnerves you, then Western’s stock is not for you.
Annual Meeting
Our annual meeting will be on Wednesday, July 9, 2008, in New York City at the
St. Regis Hotel. Annual meetings represent ideal times to communicate with a number of
shareholders simultaneously. The bulk of the meeting will center on answering your
questions. We will begin at 1:30 pm and continue until all your questions are answered.
To be fair to all shareholders as well as to be efficient with our time, the annual
forum is a surrogate for one-on-one communication. While we cannot respond to
individual inquiries throughout the year, we will gladly spend as many hours as
necessary to answer shareholder questions at the annual meeting.
We have attempted to set forth our principles in this as well as in past letters and
hold annual meetings that are informative. I find our annual letters and annual meetings
to be practicable media to attract like-minded shareholders who embrace the
multidirectional nature of Western’s future. Because the management of most companies
is consumed by quarterly computations and pursue targeted, preconceived results, they
attract shareholders with similar time horizons and expectations. We, on the other hand,
think in terms of decades. Of course, quarterly and annual performances are important to
us but not at the expense of generating higher long-term value. Our approach may be
unconventional, but we find it to be more productive and sensible than conventional
methods.
We look forward to welcoming you on July 9th.
Sardar Biglari
June 10, 2008 Chairman of the Board