Annual Statements Open main menu

Biglari Holdings Inc. - Quarter Report: 2022 September (Form 10-Q)

Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 001-38477
BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Indiana82-3784946
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

19100 Ridgewood Parkway,
Suite 1200
San Antonio,TX78259
(Address of principal executive offices)(Zip Code)
(210) 344-3400
Registrant’s telephone number, including area code
17802 IH 10 West, Suite 400, San Antonio, TX 78257
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Class A Common Stock, no par value BH.ANew York Stock Exchange
Class B Common Stock, no par valueBHNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
  Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No x
Number of shares of common stock outstanding as of November 1, 2022:
Class A common stock –  206,864 
Class B common stock –2,068,640 


Table of Contents
BIGLARI HOLDINGS INC.
INDEX
Page No.



Table of Contents
PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

BIGLARI HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30,
2022
December 31,
2021
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$64,842 $42,349 
Investments70,032 83,061 
Receivables25,826 28,508 
Inventories3,704 3,803 
Other current assets13,147 7,088 
Total current assets177,551 164,809 
Property and equipment414,497 349,351 
Operating lease assets38,539 42,538 
Goodwill and other intangible assets75,933 77,010 
Investment partnerships144,864 250,399 
Other assets10,761 10,700 
Total assets$862,145 $894,807 
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses$101,503 $100,467 
Loss and loss adjustment expenses14,613 14,609 
Unearned premiums12,493 11,667 
Current portion of lease obligations17,093 16,898 
Total current liabilities145,702 143,641 
Lease obligations95,980 104,479 
Line of credit30,000 — 
Deferred taxes28,515 46,533 
Asset retirement obligations14,721 10,389 
Other liabilities1,819 2,069 
Total liabilities316,737 307,111 
Shareholders’ equity
Common stock1,138 1,138 
Additional paid-in capital381,788 381,788 
Retained earnings566,455 608,528 
Accumulated other comprehensive loss(3,777)(1,907)
Treasury stock, at cost(409,119)(401,851)
Biglari Holdings Inc. shareholders’ equity536,485 587,696 
Noncontrolling interests8,923 — 
Total shareholders' equity545,408 587,696 
Total liabilities and shareholders’ equity$862,145 $894,807 
See accompanying Notes to Consolidated Financial Statements.

1

Table of Contents
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands except per share amounts)
Third QuarterFirst Nine Months
2022202120222021
(Unaudited)(Unaudited)
Revenues  
Restaurant operations$59,437 $59,144 $179,608 $196,424 
Insurance premiums and other16,312 14,723 47,745 43,729 
Oil and gas14,380 7,353 38,632 24,310 
Licensing and media1,905 863 3,788 2,695 
92,034 82,083 269,773 267,158 
Cost and expenses
Restaurant cost of sales36,162 41,694 107,469 129,297 
Insurance losses and underwriting expenses13,245 10,672 40,812 31,733 
Oil and gas production costs4,090 2,050 11,752 6,957 
Licensing and media costs345 880 1,975 1,749 
Selling, general and administrative15,469 16,889 48,275 50,848 
Impairments— — 20 559 
Depreciation, depletion, and amortization8,456 7,682 24,127 22,239 
Interest expense on leases1,372 1,462 4,169 4,619 
Interest expense on borrowings67 — 67 1,121 
79,206 81,329 238,666 249,122 
Other income
Investment gains (losses)(849)4,534 (4,184)6,465 
Investment partnership gains (losses)29,658 (20,231)(82,244)27,344 
Total other income (expenses)28,809 (15,697)(86,428)33,809 
Earnings (loss) before income taxes41,637 (14,943)(55,321)51,845 
Income tax expense (benefit)9,598 (4,274)(13,282)11,544 
Net earnings (loss)32,039 (10,669)(42,039)40,301 
Earnings attributable to noncontrolling interest34 — 34 — 
Net earnings (loss) attributable to Biglari Holdings Inc. shareholders$32,005 $(10,669)$(42,073)$40,301 
Net earnings (loss) per equivalent Class A share *$109.13 $(33.74)$(140.30)$125.79 
*Net earnings (loss) per equivalent Class B share outstanding are one-fifth of the equivalent Class A share or $21.83 and $(28.06) for the third quarter and first nine months of 2022, respectively, and $(6.75) and $25.16 for the third quarter and first nine months of 2021, respectively.
See accompanying Notes to Consolidated Financial Statements.
2

Table of Contents
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
 Third QuarterFirst Nine Months
 2022202120222021
 (Unaudited)(Unaudited)
Net earnings (loss)$32,039 $(10,669)$(42,039)$40,301 
Foreign currency translation(618)(49)(1,870)(378)
Comprehensive income (loss)31,421 (10,718)(43,909)39,923 
Comprehensive income attributable to noncontrolling interests34 — 34 — 
Total comprehensive income (loss) attributable to Biglari Holdings Inc. shareholders$31,387 $(10,718)$(43,943)$39,923 
See accompanying Notes to Consolidated Financial Statements.

3

Table of Contents
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
First Nine Months
20222021
(Unaudited)
Operating activities  
Net earnings (loss)$(42,039)$40,301 
Adjustments to reconcile net earnings (loss) to operating cash flows:
Depreciation, depletion, and amortization24,127 22,239 
Provision for deferred income taxes(22,289)16,625 
Asset impairments and other non-cash expenses20 696 
Gains on disposal of assets(905)(306)
Investment and investment partnership (gains) losses86,428 (34,461)
Distributions from investment partnerships51,200 172,420 
Changes in receivables, inventories and other assets7,240 3,608 
Changes in accounts payable and accrued expenses(4,028)(9,877)
Net cash provided by operating activities99,754 211,245 
Investing activities
Capital expenditures(23,437)(46,486)
Proceeds from property and equipment disposals2,201 2,749 
Acquisition of a business, net of cash acquired(54,899)— 
Purchases of limited partner interests(23,886)(4,800)
Purchases of investments(110,837)(81,923)
Sales of investments and redemptions of fixed maturity securities108,394 74,678 
Net cash used in investing activities(102,464)(55,782)
Financing activities
Proceeds from revolving credit facility30,000 — 
Principal payments on long-term debt— (149,952)
Principal payments on direct financing lease obligations(4,647)(4,634)
Net cash provided by (used in) financing activities25,353 (154,586)
Effect of exchange rate changes on cash(150)(85)
Increase in cash, cash equivalents and restricted cash22,493 792 
Cash, cash equivalents and restricted cash at beginning of year43,687 29,666 
Cash, cash equivalents and restricted cash at end of third quarter$66,180 $30,458 
First Nine Months
20222021
(Unaudited)
Cash and cash equivalents$64,842 $27,795 
Restricted cash in other long-term assets1,338 2,663 
Cash, cash equivalents and restricted cash at end of third quarter$66,180 $30,458 
See accompanying Notes to Consolidated Financial Statements.
4

Table of Contents
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(dollars in thousands)
Biglari Holdings Inc. Shareholders’ Equity
Common
Stock
Additional Paid-In
Capital
Retained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury
Stock
Non-controlling InterestsTotal
Balance at December 31, 2021$1,138 $381,788 $608,528 $(1,907)$(401,851)$— $587,696 
Net earnings (loss)(298)(298)
Other comprehensive loss(231)(231)
Adjustment to treasury stock for holdings in investment partnerships130 130 
Balance at March 31, 2022$1,138 $381,788 $608,230 $(2,138)$(401,721)$— $587,297 
Net earnings (loss)(73,780)(73,780)
Other comprehensive loss(1,021)(1,021)
Adjustment to treasury stock for holdings in investment partnerships(6,760)(6,760)
Balance at June 30, 2022$1,138 $381,788 $534,450 $(3,159)$(408,481)$— $505,736 
Net earnings32,005 34 32,039 
Other comprehensive loss(618)(618)
Adjustment to treasury stock for holdings in investment partnerships(638)(638)
Transactions with noncontrolling interests8,889 8,889 
Balance at September 30, 2022$1,138 $381,788 $566,455 $(3,777)$(409,119)$8,923 $545,408 
5

Table of Contents
Biglari Holdings Inc. Shareholders’ Equity
Common
Stock
Additional Paid-In CapitalRetained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock  
Non-controlling interestsTotal
Balance at December 31, 2020$1,138 $381,788 $573,050 $(1,531)$(389,617)$— $564,828 
Net earnings71,707 71,707 
Other comprehensive loss(444)(444)
Adjustment to treasury stock for holdings in investment partnerships3,049 3,049 
Balance at March 31, 2021$1,138 $381,788 $644,757 $(1,975)$(386,568)$— $639,140 
Net earnings (loss)(20,737)(20,737)
Other comprehensive income115 115 
Adjustment to treasury stock for holdings in investment partnerships(5,026)(5,026)
Balance at June 30, 2021$1,138 $381,788 $624,020 $(1,860)$(391,594)$— $613,492 
Net earnings (loss)(10,669)(10,669)
Other comprehensive loss(49)(49)
Adjustment to treasury stock for holdings in investment partnerships(4,208)(4,208)
Balance at September 30, 2021$1,138 $381,788 $613,351 $(1,909)$(395,802)$— $598,566 
See accompanying Notes to Consolidated Financial Statements.
6

Table of Contents
BIGLARI HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2022
(dollars in thousands, except share and per share data)
Note 1. Summary of Significant Accounting Policies
Description of Business
The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal recurring adjustments. The results for the interim periods shown are not necessarily indicative of results for the entire fiscal year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2021.
Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized finance decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.
As of September 30, 2022, Mr. Biglari beneficially owns shares of the Company that represent approximately 66.3% of the economic interest and approximately 70.4% of the voting interest.

Business Acquisition
On September 14, 2022, the Company completed the purchase of 685,505 shares of Series A Preferred Stock (the "Preferred Shares") of Abraxas Petroleum Corporation ("Abraxas Petroleum") for a purchase price of $80,000. On October 26, 2022, the Company converted the preferred stock to 90% of the outstanding common stock of Abraxas Petroleum. We have concluded that Abraxas Petroleum is a consolidated entity and have recorded noncontrolling interests attributable to the interest held by other shareholders. The Company used working capital including its line of credit to fund the purchase of the Preferred Shares. Abraxas Petroleum operates oil and natural gas properties in the Permian Basin. The Company’s financial results include the results of Abraxas Petroleum from the acquisition date to the end of the third quarter. The revenues and operating results for Abraxas Petroleum were not significant to the Company for the third quarter.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries, including Steak n Shake Inc., Western Sizzlin Corporation, First Guard Insurance Company, Maxim Inc., Southern Pioneer Property & Casualty Insurance Company, Southern Oil Company and Abraxas Petroleum. Intercompany accounts and transactions have been eliminated in consolidation.
Note 2. Earnings Per Share
Earnings per share of common stock is based on the weighted average number of shares outstanding during the year. The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P. and The Lion Fund II, L.P. (collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding.
On June 8, 2022, The Lion Fund II, L.P. transferred 83,465 shares of Biglari Holdings’ Class A common stock and 890,272 shares of Biglari Holdings’ Class B common stock to The Lion Fund, L.P.

7

Table of Contents
Note 2. Earnings Per Share (continued)
The following table presents shares authorized, issued and outstanding on September 30, 2022 and December 31, 2021.
 September 30, 2022December 31, 2021
 Class AClass BClass AClass B
Common stock authorized500,000 10,000,000 500,000 10,000,000 
Common stock issued and outstanding206,864 2,068,640 206,864 2,068,640 

The Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. The equivalent Class A common stock applied for computing earnings per share excludes the proportional shares of Biglari Holdings’ stock held by the investment partnerships. In the tabulation below is the weighted average equivalent Class A common stock for earnings per share. There are no dilutive securities outstanding.
Third QuarterFirst Nine Months
2022202120222021
Equivalent Class A common stock outstanding620,592 620,592 620,592 620,592 
Proportional ownership of Company stock held by investment partnerships327,317 304,356 320,711 300,215 
Equivalent Class A common stock for earnings per share293,275 316,236 299,881 320,377 
Note 3. Investments
We classify investments in fixed maturity securities at the acquisition date as either available-for-sale or held-to-maturity and re-evaluate the classification at each balance sheet date. Securities classified as held-to-maturity are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Realized gains and losses on disposals of investments are determined on a specific identification basis. Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating result. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

Investment losses for the third quarter and first nine months of 2022 were $849 and $4,184, respectively. Investment gains in the third quarter and first nine months of 2021 were $4,534 and $6,465, respectively.
Note 4. Investment Partnerships   
The Company reports on the limited partnership interests in investment partnerships under the equity method of accounting. We record our proportional share of equity in the investment partnerships but exclude Company common stock held by said partnerships. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. The Company records gains/losses from investment partnerships (inclusive of the investment partnerships’ unrealized gains and losses on their securities) in the consolidated statements of earnings based on our carrying value of these partnerships. The fair value is calculated net of the general partner’s accrued incentive fees. Gains and losses on Company common stock included in the earnings of these partnerships are eliminated because they are recorded as treasury stock. 
Biglari Capital Corp. is the general partner of the investment partnerships and is an entity solely owned by Mr. Biglari.


8

Table of Contents
Note 4. Investment Partnerships (continued)

The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below.
 Fair ValueCompany
Common Stock
Carrying Value
Partnership interest at December 31, 2021$474,201 $223,802 $250,399 
Investment partnership gains (losses)(119,864)(37,620)(82,244)
Distributions (net of contributions)(16,023)(16,023)
Changes in proportionate share of Company stock held7,268 (7,268)
Partnership interest at September 30, 2022$338,314 $193,450 $144,864 
 Fair ValueCompany
Common Stock
Carrying Value
Partnership interest at December 31, 2020$590,926 $171,376 $419,550 
Investment partnership gains (losses)110,690 83,346 27,344 
Distributions (net of contributions)(167,620)(167,620)
Changes in proportionate share of Company stock held6,185 (6,185)
Partnership interest at September 30, 2021$533,996 $260,907 $273,089 
The carrying value of the investment partnerships net of deferred taxes is presented below.
 September 30,
2022
December 31, 2021
Carrying value of investment partnerships$144,864 $250,399 
Deferred tax liability related to investment partnerships(22,176)(44,532)
Carrying value of investment partnerships net of deferred taxes$122,688 $205,867 
The Company’s proportionate share of Company stock held by investment partnerships at cost was $409,119 and $401,851 at September 30, 2022 and December 31, 2021, respectively, and was recorded as treasury stock. 
The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock.  Fair value of our partnership interest is assessed according to our proportional ownership interest of the fair value of investments held by the investment partnerships. Unrealized gains and losses on marketable securities held by the investment partnerships affect our net earnings. 
Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below.
 Third QuarterFirst Nine Months
 2022202120222021
Gains (losses) from investment partnerships$29,658 $(20,231)$(82,244)$27,344 
Tax expense (benefit)6,601 (4,946)(20,153)6,175 
Contribution to net earnings (loss)$23,057 $(15,285)$(62,091)$21,169 
On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above an annual hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The total incentive reallocation from Biglari Holdings to Biglari Capital Corp. includes gains on the Company’s common stock. Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements.
There were no incentive reallocations from Biglari Holdings to Biglari Capital Corp. during the first nine months of 2022 and 2021.

9

Table of Contents
Note 4. Investment Partnerships (continued)

Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below.
 Equity in Investment Partnerships
 Lion FundLion Fund II
Total assets as of September 30, 2022$247,357 $307,446 
Total liabilities as of September 30, 2022$9,973 $162,520 
Revenue for the first nine months of 2022$(46,341)$(88,378)
Earnings for the first nine months of 2022$(46,544)$(89,771)
Biglari Holdings’ ownership interest as of September 30, 202288.2 %87.7 %
Total assets as of December 31, 2021$114,749 $564,022 
Total liabilities as of December 31, 2021$7,763 $130,417 
Revenue for the first nine months of 2021$35,639 $94,078 
Earnings for the first nine months of 2021$35,584 $93,548 
Biglari Holdings’ ownership interest as of September 30, 202162.4 %93.9 %
Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments.
Note 5. Property and Equipment
Property and equipment is composed of the following.
 September 30,
2022
December 31,
2021
Land$142,813 $144,605 
Buildings151,138 148,605 
Land and leasehold improvements147,765 147,349 
Equipment230,712 224,581 
Oil and gas properties140,916 74,147 
Construction in progress5,744 2,815 
 819,088 742,102 
Less accumulated depreciation, depletion, and amortization(404,591)(392,751)
Property and equipment, net$414,497 $349,351 
Depletion expense related to oil and gas properties was $4,345 and $5,875 during the first nine months of 2022 and 2021, respectively.
The Company recorded an impairment to restaurant long-lived assets of $559 in the first nine months of 2021 related to underperforming stores. The fair value of the long-lived assets was determined based on Level 3 inputs using a discounted cash flow model and quoted prices for the properties. There were no impairments of property and equipment in 2022.

As of September 30, 2022, $5,002 of property and equipment is recorded as held for sale within other current assets.

10

Table of Contents

Note 6. Goodwill and Other Intangible Assets
Goodwill
Goodwill consists of the excess of the purchase price over the fair value of the net assets acquired in connection with business acquisitions.
A reconciliation of the change in the carrying value of goodwill is as follows.
 Goodwill
Goodwill at December 31, 2021
$53,547 
Change in foreign exchange rates during the first nine months of 2022(83)
Goodwill at September 30, 2022
$53,464 

We evaluate goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Goodwill impairment occurs when the estimated fair value of goodwill is less than its carrying value. GAAP allows entities testing for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit for the goodwill impairment test. We use both qualitative and quantitative assessments. The valuation methodology and underlying financial information included in our quantitative determination of fair value require significant management judgments. We use both market and income approaches to derive fair value of reporting units utilizing a quantitative assessment. The judgments in these two approaches include, but are not limited to, comparable market multiples, long-term projections of future financial performance, and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results. No impairment was recorded in the first nine months of 2022 or 2021. Western Sizzlin has experienced a decline in its franchised units for several years. If Western Sizzlin’s franchised units continue to decline, an impairment of its goodwill may be necessary.
Other Intangible Assets
Intangible assets with indefinite lives are composed of the following.
 Trade NamesLease RightsTotal
Balance at December 31, 2021
$15,876 $7,587 $23,463 
Impairment to lease rights— (20)(20)
Change in foreign exchange rates during the first nine months of 2022— (974)(974)
Balance at September 30, 2022
$15,876 $6,593 $22,469 
Intangible assets with indefinite lives consist of trade names and lease rights. Fair values were determined using Level 3 inputs and available market data. 
Note 7. Restaurant Operations Revenues
Restaurant operations revenues were as follows.
 Third QuarterFirst Nine Months
 2022202120222021
Net sales$37,448 $41,916 $113,345 $146,269 
Franchise partner fees15,880 11,508 47,929 31,744 
Franchise royalties and fees5,089 4,865 15,472 14,594 
Other1,020 855 2,862 3,817 
 $59,437 $59,144 $179,608 $196,424 
Net Sales
Net sales are composed of retail sales of food through company-operated stores. Company-operated store revenues are recognized, net of discounts and sales taxes, when our obligation to perform is satisfied at the point of sale. Sales taxes related to these sales are collected from customers and remitted to the appropriate taxing authority and are not reflected in the Company’s consolidated statements of earnings as revenue.
11

Table of Contents
Note 7. Restaurant Operations Revenues (continued)
Franchise Partner Fees
Franchise partner fees are composed of up to 15% of sales as well as 50% of profits. We are therefore fully affected by the operating results of the business, unlike in a traditional franchising arrangement, where the franchisor obtains a royalty fee based on sales only. We generate most of our revenue from our share of the franchise partners’ profits. An initial franchise fee of ten thousand dollars is recognized during the year the operator becomes a franchise partner. The Company recognizes franchise partner fees monthly as underlying restaurant sales occur.
The Company leases or subleases property and equipment to franchise partners under lease arrangements. Both real estate and equipment rental payments are charged to franchise partners and are recognized in accordance with ASC 842, “Leases”. During the third quarter of 2022 and 2021, restaurant operations recognized $5,362 and $4,277, respectively, in franchise partner fees related to rental income. During the first nine months ended September 30, 2022 and September 30, 2021, restaurant operations recognized $15,193 and $10,910, respectively, in franchise partner fees related to rental income.
Franchise Royalties and Fees
Franchise royalties and fees from Steak n Shake and Western Sizzlin franchisees are based upon a percentage of sales of the franchise restaurant and are recognized as earned. Franchise royalties are billed on a monthly basis. Initial franchise fees when a new restaurant opens or at the start of a new franchise term are recorded as deferred revenue when received and recognized as revenue over the term of the franchise agreement.
Other Revenue
Restaurant operations sells gift cards to customers which can be redeemed for retail food sales within our stores. Gift cards are recorded as a liability when issued and are subsequently recorded as net sales upon redemption. Restaurant operations estimates breakage related to gift cards when the likelihood of redemption is remote. This estimate utilizes historical trends based on the vintage of the gift card. Breakage on gift cards is recorded as other revenue in proportion to the rate of gift card redemptions by vintage.
Note 8. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include the following.
 September 30,
2022
December 31,
2021
Accounts payable$34,288 $36,684 
Gift card and other marketing15,985 19,244 
Insurance accruals5,971 6,428 
Salaries, wages and vacation6,902 5,905 
Deferred revenue4,831 6,683 
Taxes payable21,583 11,392 
Professional fees1,998 11,731 
Oil and gas payable5,586 1,936 
Other4,359 464 
Accounts payable and accrued expenses$101,503 $100,467 

Note 9. Line of Credit and Note Payable
Bigari Holdings Line of Credit
On September 13, 2022, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $30,000. The line of credit will be available on a revolving basis until September 12, 2024. The line of credit includes customary covenants, as well as financial maintenance covenants. The balance of the line of credit on September 30, 2022 was $30,000.
Steak n Shake Credit Facility
On March 19, 2014, Steak n Shake and its subsidiaries entered into a credit agreement which provided for a senior secured term loan facility in an aggregate principal amount of $220,000. The term loan was scheduled to mature on March 19, 2021. The Company repaid the balance of Steak n Shake’s term facility on February 19, 2021.
12

Table of Contents
Note 10. Lease Assets and Obligations
Lease obligations include the following.
Current portion of lease obligationsSeptember 30,
2022
December 31,
2021
Finance lease liabilities$1,214 $1,414 
Finance obligations5,119 4,944 
Operating lease liabilities10,760 10,540 
Total current portion of lease obligations$17,093 $16,898 
Long-term lease obligations
Finance lease liabilities$4,431 $5,347 
Finance obligations60,009 63,119 
Operating lease liabilities31,540 36,013 
Total long-term lease obligations$95,980 $104,479 
Nature of Leases
Steak n Shake and Western Sizzlin operate restaurants that are located on sites owned by us or leased from third parties. In addition, they own sites and lease sites from third parties that are leased and/or subleased to franchise partners and franchisees.
Lease Costs
A significant portion of our operating and finance lease portfolio includes restaurant locations. We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the right-of-use asset and interest expense on the lease liability over the lease term.
Total lease cost consists of the following.
Third QuarterFirst Nine Months
2022202120222021
Finance lease costs:
Amortization of right-of-use assets$309 $404 $1,023 $1,205 
Interest on lease liabilities102 126 325 399 
Operating and variable lease costs3,577 4,011 10,782 11,189 
Sublease income(2,895)(3,771)(8,487)(9,786)
Total lease costs$1,093 $770 $3,643 $3,007 
Supplemental cash flow information related to leases is as follows.
 First Nine Months
 20222021
Cash paid for amounts included in the measurement of lease liabilities:  
Financing cash flows from finance leases$1,116 $1,226 
Operating cash flows from finance leases$324 $384 
Operating cash flows from operating leases$9,347 $9,806 



13

Table of Contents
Note 10. Lease Assets and Obligations (continued)
Supplemental balance sheet information related to leases is as follows.
September 30,
2022
December 31,
2021
Finance leases:
Property and equipment, net$4,619 $5,634 
Weighted-average lease terms and discount rates are as follows.
September 30,
2022
Weighted-average remaining lease terms:
Finance leases4.56 years
Operating leases4.90 years
Weighted-average discount rates:
Finance leases7.0 %
Operating leases7.0 %
Maturities of lease liabilities as of September 30, 2022 are as follows.
YearOperating
Leases
Finance
Leases
2022$4,215 $394 
202311,781 1,551 
20249,985 1,534 
20258,290 1,298 
20265,671 959 
After 20269,967 855 
Total lease payments49,909 6,591 
Less interest7,609 946 
Total lease liabilities$42,300 $5,645 
Lease Income
The components of lease income recorded in restaurant operations are as follows.
Third QuarterFirst Nine Months
2022202120222021
Operating lease income$4,085 $3,211 $11,737 $8,471 
Variable lease income1,556 1,370 4,312 3,375 
Total lease income$5,641 $4,581 $16,049 $11,846 


14

Table of Contents
Note 10. Lease Assets and Obligations (continued)
The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of September 30, 2022. Franchise partner leases and subleases are short-term leases and have been excluded from the table.

Operating Leases
YearSubleasesOwned Properties
2022$228 $62 
2023767 247 
2024503 247 
2025454 250 
2026134 247 
After 2026241 805 
Total future minimum receipts$2,327 $1,858 
Note 11. Accumulated Other Comprehensive Income
Accumulated other comprehensive income decreased by $618 and $49 during the third quarters of 2022 and 2021, respectively. During the first nine months of 2022, accumulated other comprehensive income decreased by $1,870 and $378 in the first nine months of 2021. There were no reclassifications from accumulated other comprehensive loss to earnings during the first nine months of 2022 and 2021.  All changes in accumulated other comprehensive loss were due to foreign currency translation adjustments.
Note 12. Income Taxes
In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first nine months of 2022 and a discrete effective tax rate method based on statutory tax rates for the first nine months of 2021. Our periodic effective income tax rate is affected by the relative mix of pre-tax earnings or losses and underlying income tax rates applicable to the various taxing jurisdictions.
Income tax expense for the third quarter of 2022 was $9,598 compared to an income tax benefit of $4,274 for the third quarter of 2021.  Income tax benefit for the first nine months of 2022 was $13,282 compared to an income tax expense of $11,544 for the first nine months of 2021. The variance in income taxes between 2022 and 2021 is attributable to taxes on income generated by the investment partnerships.  Investment partnership pre-tax gains were $29,658 during the third quarter of 2022 compared to pre-tax losses of $20,231 during the third quarter of 2021. Investment partnership pre-tax losses were $82,244 during the first nine months of 2022 compared to pre-tax gains of $27,344 during the first nine months of 2021. 
Note 13. Commitments and Contingencies

We are involved in various legal proceedings and have certain unresolved claims pending. We believe, based on examination of these matters and experiences to date, that the ultimate liability, if any, in excess of amounts already provided in our consolidated financial statements is not likely to have a material effect on our results of operations, financial position or cash flow.
Note 14. Fair Value of Financial Assets
The fair values of substantially all of our financial instruments were measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the fair values presented are not necessarily indicative of the amounts that could be realized in an actual current market exchange. The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value.

15

Table of Contents
Note 14. Fair Value of Financial Assets (continued)
The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below.
Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. 
Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector.
Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities.
The following methods and assumptions were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance sheets:
Cash equivalents: Cash equivalents primarily consist of money market funds which are classified as Level 1 of the fair value hierarchy.
Equity securities: The Company’s investments in equity securities are classified as Levels 1 and 2 of the fair value hierarchy. 
Bonds: The Company’s investments in bonds consist of both corporate and government debt. Bonds are classified as Level l or Level 2 of the fair value hierarchy.
Non-qualified deferred compensation plan investments: The assets of the non-qualified plan are set up in a rabbi trust. They represent mutual funds and publicly traded securities, each of which are classified as Level 1 of the fair value hierarchy.
Derivative instruments: Options related to equity securities are marked to market each reporting period and are classified as Level 2 of the fair value hierarchy depending on the instrument.
16

Table of Contents
Note 14. Fair Value of Financial Assets (continued)
As of September 30, 2022 and December 31, 2021, the fair values of financial assets were as follows.
September 30, 2022December 31, 2021
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents$16,389 $— $— $16,389 $18,447 $— $— $18,447 
Equity securities
Consumer goods16,266 932 — 17,198 10,775 2,368 — 13,143 
Insurance49 — — 49 6,513 — — 6,513 
Technology1,832 — — 1,832 2,887 — — 2,887 
Bonds
Government44,914 — — 44,914 54,584 — — 54,584 
Corporate3,003 — — 3,003 4,512 — — 4,512 
Options on equity securities— 3,531 — 3,531 — 2,095 — 2,095 
Non-qualified deferred compensation plan investments1,299 — — 1,299 1,607 — — 1,607 
Total assets at fair value$83,752 $4,463 $— $88,215 $99,325 $4,463 $— $103,788 
There were no changes in our valuation techniques used to measure fair values on a recurring basis.
Note 15. Related Party Transactions
Service Agreement
The Company is party to a service agreement with Biglari Enterprises LLC and Biglari Capital Corp. (collectively, the “Biglari Entities”) under which the Biglari Entities provide business and administrative related services to the Company. The Biglari Entities are owned by Mr. Biglari.

The Company paid Biglari Enterprises $6,300 in service fees during the first nine months of 2022 and 2021. The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp.  
Incentive Agreement
The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari contingent upon the growth in adjusted equity in each year attributable to our operating businesses. In order for Mr. Biglari to receive any incentive, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the “Hurdle Rate”) above the previous highest level (the “High Water Mark”). Mr. Biglari will receive 25% of any incremental book value created above the High Water Mark plus the Hurdle Rate. In any year in which book value declines, our operating businesses must completely recover their deficit from the previous High Water Mark, along with attaining the Hurdle Rate, before Mr. Biglari becomes eligible to receive any further incentive payment.

17

Table of Contents


Note 16. Business Segment Reporting
Our reportable business segments are organized in a manner that reflects how management views those business activities. Our restaurant operations include Steak n Shake and Western Sizzlin. Our insurance operations include First Guard and Southern Pioneer.  Our oil and gas operations include Southern Oil and Abraxas Petroleum. The Company also reports segment information for Maxim. Other business activities not specifically identified with reportable business segments are presented in corporate. We report our earnings from investment partnerships separate from our corporate expenses. We assess and measure segment operating results based on segment earnings as disclosed below. Segment earnings from operations are neither necessarily indicative of cash available to fund cash requirements, nor synonymous with cash flow from operations. The tabular information that follows shows data of our reportable segments reconciled to amounts reflected in the consolidated financial statements.
A disaggregation of our consolidated data for the third quarters and first nine months of 2022 and 2021 is presented in the tables which follow.
Revenue
Third QuarterFirst Nine Months
2022202120222021
Operating Businesses:
Restaurant Operations:
Steak n Shake$56,949 $56,993 $172,444 $190,517 
Western Sizzlin2,488 2,151 7,164 5,907 
Total Restaurant Operations59,437 59,144 179,608 196,424 
Insurance Operations:
Underwriting
First Guard9,112 8,458 26,858 24,760 
Southern Pioneer6,004 5,443 17,653 16,406 
Investment income and other1,196 822 3,234 2,563 
Total Insurance Operations16,312 14,723 47,745 43,729 
Oil and Gas Operations:
Southern Oil12,688 7,353 36,940 24,310 
Abraxas Petroleum1,692 — 1,692 — 
Total Oil and Gas Operations14,380 7,353 38,632 24,310 
Maxim1,905 863 3,788 2,695 
$92,034 $82,083 $269,773 $267,158 


18

Table of Contents
Note 16. Business Segment Reporting (continued)
 Earnings (Losses) Before Income Taxes
 Third QuarterFirst Nine Months
 2022202120222021
Operating Businesses:
Restaurant Operations:
Steak n Shake$3,964 $(2,959)$11,777 $5,733 
Western Sizzlin369 247 997 707 
Total Restaurant Operations4,333 (2,712)12,774 6,440 
Insurance Operations:
Underwriting:
First Guard2,354 2,832 4,800 7,922 
Southern Pioneer(483)397 (1,101)1,511 
Investment income and other1,221 613 3,188 1,965 
Total Insurance Operations3,092 3,842 6,887 11,398 
Oil and Gas Operations:
Southern Oil6,795 2,982 19,137 9,047 
Abraxas Petroleum446 — 446 — 
Total Oil and Gas Operations7,241 2,982 19,583 9,047 
Maxim1,534 (56)1,699 867 
Interest expense not allocated to segments(67)— (67)(1,121)
Total Operating Businesses16,133 4,056 40,876 26,631 
Corporate and other(3,305)(3,302)(9,769)(8,595)
Investment gains (losses)(849)4,534 (4,184)6,465 
Investment partnership gains (losses)29,658 (20,231)(82,244)27,344 
 $41,637 $(14,943)$(55,321)$51,845 
19

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 
(dollars in thousands except per share data)
Overview
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company.

Biglari Holdings’ management system combines decentralized operations with centralized finance decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari.
As of September 30, 2022, Mr. Biglari beneficially owns shares of the Company that represent approximately 66.3% of the economic interest and 70.4% of the voting interest.
On September 14, 2022, the Company completed the purchase of 685,505 shares of Series A Preferred Stock (the "Preferred Shares") of Abraxas Petroleum Corporation ("Abraxas Petroleum") for a purchase price of $80,000. On October 26, 2022, the Company converted the preferred stock to 90% of the outstanding common stock of Abraxas Petroleum. We have concluded that Abraxas Petroleum is a consolidated entity and have recorded noncontrolling interests attributable to the interest held by other shareholders. The Company used working capital including its line of credit to fund the purchase of the Preferred Shares. Abraxas Petroleum operates oil and natural gas properties in the Permian Basin. The Company’s financial results include the results of Abraxas Petroleum from the acquisition date to the end of the third quarter. The revenues and operating results for Abraxas Petroleum were not significant to the Company for the third quarter.
Net earnings (loss) attributable to Biglari Holdings shareholders are disaggregated in the table that follows. Amounts are recorded after deducting income taxes. 
 Third QuarterFirst Nine Months
 2022202120222021
Operating businesses:  
Restaurant$3,320 $(1,515)$9,588 $5,146 
Insurance2,389 2,985 5,292 8,902 
Oil and gas5,574 2,325 14,867 7,016 
Brand licensing1,150 (43)1,274 662 
Interest expense(52)— (52)(841)
Corporate and other(2,742)(2,526)(7,630)(6,649)
Total operating businesses9,639 1,226 23,339 14,236 
Investment gains(657)3,390 (3,287)4,896 
Investment partnership gains (losses)23,057 (15,285)(62,091)21,169 
32,039 (10,669)(42,039)40,301 
Earnings attributable to noncontrolling interest34 — 34 — 
 $32,005 $(10,669)$(42,073)$40,301 

20

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Restaurants
Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 552 company-operated and franchise restaurants as of September 30, 2022.
Steak n ShakeWestern Sizzlin
 Company-
operated
Franchise
Partner
Traditional
Franchise
Company-
operated
FranchiseTotal
Total stores as of December 31, 2021
199 159 178 38 577 
Corporate stores transitioned(12)12 — — — — 
Net restaurants opened (closed)(6)— (19)— — (25)
Total stores as of September 30, 2022
181 171 159 38 552 
Total stores as of December 31, 2020
276 86 194 39 598 
Corporate stores transitioned(54)54 — — — — 
Net restaurants opened (closed)(1)— (15)— (1)(17)
Total stores as of September 30, 2021
221 140 179 38 581 
As of September 30, 2022, 39 of the 181 company-operated Steak n Shake stores were closed. We plan to refranchise a majority of our closed company-operated restaurants.

21

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Restaurant operations are summarized below.
Third QuarterFirst Nine Months
2022202120222021
Revenue
Net sales$37,448 $41,916 $113,345 $146,269 
Franchise partner fees15,880 11,508 47,929 31,744 
Franchise royalties and fees5,089 4,865 15,472 14,594 
Other revenue1,020 855 2,862 3,817 
Total revenue59,437 59,144 179,608 196,424 
Restaurant cost of sales
Cost of food11,359 30.3 %13,123 31.3 %33,684 29.7 %43,404 29.7 %
Restaurant operating costs20,745 55.4 %24,496 58.4 %61,127 53.9 %71,751 49.1 %
Occupancy costs4,058 10.8 %4,075 9.7 %12,658 11.2 %14,142 9.7 %
Total cost of sales36,162 41,694 107,469 129,297 
Selling, general and administrative
General and administrative9,556 16.1 %9,255 15.6 %28,327 15.8 %27,416 14.0 %
Marketing2,758 4.6 %2,302 3.9 %9,589 5.3 %10,212 5.2 %
Other expenses(825)(1.4)%1,332 2.3 %(1,141)(0.6)%2,266 1.2 %
Total selling, general and administrative11,489 19.3 %12,889 21.8 %36,775 20.5 %39,894 20.3 %
Impairments— — (20)(559)
Depreciation and amortization(6,081)(5,811)(18,401)(15,615)
Interest on finance leases and obligations(1,372)(1,462)(4,169)(4,619)
Earnings (loss) before income taxes4,333 (2,712)12,774 6,440 
Income tax expense (benefit)1,013 (1,197)3,186 1,294 
Contribution to net earnings (loss)$3,320 $(1,515)$9,588 $5,146 
Cost of food, restaurant operating costs, and occupancy costs are expressed as a percentage of net sales. 
General and administrative, marketing and other expenses are expressed as a percentage of total revenue.

The novel coronavirus (“COVID-19”), declared a pandemic by the World Health Organization in March 2020, caused governments to impose restrictive measures to contain its spread. The COVID-19 pandemic adversely affected our restaurant operations and financial results. Our restaurants were required to close their dining rooms during the first quarter of 2020. The majority of Steak n Shake’s dining rooms were reopened during 2021, and in doing so a self-service model has been implemented.

Net sales for the third quarter and first nine months of 2022 were $37,448 and $113,345, respectively, representing a decrease of $4,468 or 10.7% and $32,924 or 22.5%, compared to the third quarter and first nine months of 2021, respectively. The decrease in revenue of company-owned restaurants is primarily due to the shift of company units to franchise partner units. For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue. Because we derive most of our revenue from our share of the profits, revenue will continue to decline as we transition from company-operated units to franchise partner units.

22

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Franchise partner fees were $15,880 during the third quarter of 2022, as compared to $11,508 during the third quarter of 2021. Franchise partner fees were $47,929 and $31,744 during the first nine months of 2022 and 2021, respectively. As of September 30, 2022, there were 171 franchise partner units, compared to 140 franchise partner units as of September 30, 2021. For a franchise partner to be awarded a restaurant, he or she must demonstrate the gold standard in service.

The franchise royalties and fees generated by the traditional franchising business were $5,089 during the third quarter of 2022, as compared to $4,865 during the third quarter of 2021. Franchise royalties and fees during the first nine months of 2022 were $15,472 compared to $14,594 during the first nine months of 2021.

The cost of food as a percentage of net sales during the third quarter and first nine months of 2022 was 30.3% and 29.7%, respectively, as compared to 31.3% and 29.7% of net sales during the third quarter and first nine months of 2021, respectively. Cost of food as a percentage of net sales were lower during the third quarter of 2022 compared to 2021 primarily because of higher menu prices.

Restaurant operating costs as a percentage of net sales during the third quarter of 2022 were 55.4%, as compared to 58.4% of net sales in the third quarter of 2021. Restaurant operating costs during the first nine months of 2022 were 53.9% of net sales, as compared to 49.1% of net sales in 2021. The increase during the first nine months was primarily the result of higher wages.

Selling, general and administrative costs during the third quarter and first nine months of 2022 were $11,489 and $36,775, respectively, compared to $12,889 and $39,894 in the third quarter and first nine months of 2021, respectively. Steak n Shake recorded gains on the disposal of assets of $1,084 and $1,749 in the third quarter and first nine months of 2022, respectively.

The Company recorded no impairment charges in the third quarter and $20 in the first nine months of 2022. The Company recorded no impairment charges in the third quarter and $559 in the first nine months of 2021, respectively. Impairments during 2021 are related to underperforming stores.
Insurance
We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management. Biglari Holdings’ insurance operations consist of First Guard and Southern Pioneer.
Underwriting results of our insurance operations are summarized below.
Third QuarterFirst Nine Months
2022202120222021
Underwriting gain (loss) attributable to:
First Guard$2,354 $2,832 $4,800 $7,922 
Southern Pioneer(483)397 (1,101)1,511 
Pre-tax underwriting gain1,871 3,229 3,699 9,433 
Income tax expense392 681 776 1,984 
Net underwriting gain$1,479 $2,548 $2,923 $7,449 

23

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Earnings of our insurance operations are summarized below.
Third QuarterFirst Nine Months
2022202120222021
Premiums earned$15,116 $13,901 $44,511 $41,166 
Insurance losses8,814 6,657 27,646 20,040 
Underwriting expenses4,431 4,015 13,166 11,693 
Pre-tax underwriting gain1,871 3,229 3,699 9,433 
Other income and expenses 
Investment income362 195 832 652 
Other income (expenses)859 418 2,356 1,313 
Total other income1,221 613 3,188 1,965 
Earnings before income taxes3,092 3,842 6,887 11,398 
Income tax expense703 857 1,595 2,496 
Contribution to net earnings (loss)$2,389 $2,985 $5,292 $8,902 

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.

First Guard

First Guard is a direct underwriter of commercial truck insurance, selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. A summary of First Guard’s underwriting results follows.
Third QuarterFirst Nine Months
2022202120222021
Amount%Amount%Amount%Amount%
Premiums earned$9,112 100.0 %$8,458 100.0 %$26,858 100.0 %$24,760 100.0 %
Insurance losses4,815 52.8 %3,935 46.5 %16,468 61.3 %11,746 47.4 %
Underwriting expenses1,943 21.3 %1,691 20.0 %5,590 20.8 %5,092 20.6 %
Total losses and expenses6,758 74.1 %5,626 66.5 %22,058 82.1 %16,838 68.0 %
Pre-tax underwriting gain$2,354 $2,832 $4,800 $7,922 

Southern Pioneer

Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance. A summary of Southern Pioneer’s underwriting results follows.
Third QuarterFirst Nine Months
2022202120222021
Amount%Amount%Amount%Amount%
Premiums earned$6,004 100.0 %$5,443 100.0 %$17,653 100.0 %$16,406 100.0 %
Insurance losses3,999 66.6 %2,722 50.0 %11,178 63.3 %8,294 50.6 %
Underwriting expenses2,488 41.4 %2,324 42.7 %7,576 42.9 %6,601 40.2 %
Total losses and expenses6,487 108.0 %5,046 92.7 %18,754 106.2 %14,895 90.8 %
Pre-tax underwriting gain (loss)$(483)$397 $(1,101)$1,511 
24

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Insurance - Investment Income
A summary of net investment income attributable to our insurance operations follows.
Third QuarterFirst Nine Months
2022202120222021
Interest, dividends and other investment income:
First Guard$202 $54 $398 $84 
Southern Pioneer160 141 434 568 
Pre-tax investment income362 195 832 652 
Income tax expense76 41 175 137 
Net investment income$286 $154 $657 $515 
We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Oil and Gas
Southern Oil
Southern Oil primarily operates oil and natural gas properties offshore in the shallow waters of the Gulf of Mexico.  Earnings for Southern Oil are summarized below.
Third QuarterFirst Nine Months
2022202120222021
Oil and gas revenue$12,688 $7,353 $36,940 $24,310 
Oil and gas production costs3,484 2,050 11,146 6,957 
Depreciation, depletion and accretion1,873 1,717 4,926 6,286 
General and administrative expenses536 604 1,731 2,020 
Earnings before income taxes6,795 2,982 19,137 9,047 
Income tax expense1,564 657 4,613 2,031 
Contribution to net earnings$5,231 $2,325 $14,524 $7,016 

Abraxas Petroleum
Abraxas Petroleum operates oil and gas properties in the Permian Basin. Earnings for Abraxas Petroleum from the date of acquisition on September 14, 2022 are summarized below.

Third Quarter
2022
Oil and gas revenue$1,692 
Oil and gas production costs606 
Depreciation, depletion and accretion360 
General and administrative expenses280 
Earnings before income taxes446 
Income tax expense103 
Contribution to net earnings 343 
Earnings attributable to noncontrolling interests34 
Net earnings attributable to Biglari Holdings Inc. shareholders$309 


25

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Brand Licensing
Maxim’s business lies principally in licensing and media. Earnings of operations are summarized below.
Third QuarterFirst Nine Months
2022202120222021
Licensing and media revenue$1,905 $863 $3,788 $2,695 
Licensing and media costs345 880 1,975 1,749 
General and administrative expenses26 39 114 79 
Earnings (loss) before income taxes1,534 (56)1,699 867 
Income tax expense (benefit)384 (13)425 205 
Contribution to net earnings (loss)$1,150 $(43)$1,274 $662 
We acquired Maxim with the idea of transforming its business model.  The magazine developed the Maxim brand, a franchise we are utilizing to generate nonmagazine revenue, notably through licensing, a cash-generating business related to consumer products, services, and events.
Investment Gains
Investment losses net of tax for the third quarter of 2022 were $657 compared to investment gains net of tax for the third quarter of 2021 of $3,390. Investment losses net of tax for the first nine months of 2022 were $3,287 compared to investment gains net of tax for the first nine months of 2021 of $4,896. Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Investment Partnership Gains
Earnings (loss) from our investments in partnerships are summarized below.
 Third QuarterFirst Nine Months
 2022202120222021
Investment partnership gains (losses)$29,658 $(20,231)$(82,244)$27,344 
Tax expense (benefit)6,601 (4,946)(20,153)6,175 
Contribution to net earnings (loss)$23,057 $(15,285)$(62,091)$21,169 
Investment partnership gains include gains/losses from changes in market values of underlying investments and dividends earned by the partnerships.  Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.  
The investment partnerships hold the Company’s common stock as investments. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial results.
26

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)

Interest Expense
The Company’s interest expense is summarized below.
 Third QuarterFirst Nine Months
 2022202120222021
Interest expense on notes payable$67 $— $67 $1,121 
Tax benefit15 — 15 280 
Interest expense net of tax$52 $— $52 $841 
Corporate and Other
Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the third quarter and first nine months of 2022 were relatively flat compared to the same period in 2021.
Income Taxes
Income tax expense for the third quarter of 2022 was $9,598 compared to an income tax benefit of $4,274 for the third quarter of 2021. Income tax benefit for the first nine months of 2022 was $13,282 compared to an income tax expense of $11,544 for the first nine months of 2021. The variance in income taxes between 2022 and 2021 is attributable to taxes on income generated by the investment partnerships.  Investment partnership pre-tax gains were $29,658 during the third quarter of 2022 compared to pre-tax losses of $20,231 during the third quarter of 2021. Investment partnership pre-tax losses were $82,244 during the first nine months of 2022 compared to pre-tax gains of $27,344 during the first nine months of 2021.
Financial Condition
Consolidated cash and investments are summarized below.
 September 30,
2022
December 31,
2021
Cash and cash equivalents$64,842 $42,349 
Investments70,032 83,061 
Fair value of interest in investment partnerships338,314 474,201 
Total cash and investments473,188 599,611 
Less: portion of Company stock held by investment partnerships(193,450)(223,802)
Carrying value of cash and investments on balance sheet$279,738 $375,809 
Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results.

27

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Liquidity
Our balance sheet continues to maintain significant liquidity.  Consolidated cash flow activities are summarized below.
 First Nine Months
 20222021
Net cash provided by operating activities$99,754 $211,245 
Net cash used in investing activities(102,464)(55,782)
Net cash provided by (used in) financing activities25,353 (154,586)
Effect of exchange rate changes on cash(150)(85)
Increase in cash, cash equivalents and restricted cash$22,493 $792 
Cash provided by operating activities was $99,754 during 2022 compared to $211,245 in 2021.  The decrease in cash provided by operating activities is mainly attributable to distributions from investment partnerships of $51,200 for 2022 and $172,420 for 2021. The distributions during 2021 were primarily used to repay Steak n Shake’s debt.
Cash used in investing activities during 2022 was $102,464 compared to $55,782 in 2021. Capital expenditures were lower during 2022 by $23,049 compared to 2021. Steak n Shake incurred higher capital expenditures during 2021 for its transition to a self-service model.
Cash provided by financing activities was $25,353 in 2022 compared to $154,586 used in 2021. The Company repaid Steak n Shake’s debt during 2021.
We intend to meet the working capital needs of our operating subsidiaries principally through anticipated cash flows generated from operations and cash on hand. We continually review available financing alternatives.
Biglari Holdings Line of Credit
On September 13, 2022, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $30,000. The line of credit will be available on a revolving basis until September 12, 2024. The line of credit includes customary covenants, as well as financial maintenance covenants. As of September 30, 2022, we were in compliance with all covenants. The balance of the line of credit on September 30, 2022 was $30,000.
Steak n Shake Credit Facility
On March 19, 2014, Steak n Shake and its subsidiaries entered into a credit agreement which provided for a senior secured term loan facility in an aggregate principal amount of $220,000. The term loan was scheduled to mature on March 19, 2021. The Company repaid the balance of Steak n Shake’s term facility on February 19, 2021.


28

Table of Contents

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized in our consolidated financial statements from such estimates are necessarily based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Accordingly, the amounts currently reflected in our consolidated financial statements will likely increase or decrease in the future as additional information becomes available.  There have been no material changes to critical accounting policies previously disclosed in our annual report on Form 10-K for the year ended December 31, 2021.
Recently Issued Accounting Pronouncements
No recently issued accounting pronouncements were applicable for this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements include estimates of future revenues, cash flows, capital expenditures, or other financial items, and assumptions underlying any of the foregoing. Forward-looking statements reflect management’s current expectations regarding future events and use words such as “anticipate,” “believe,” “expect,” “may,” and other similar terminology. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Investors should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors of our annual report on Form 10-K and Item 1A of this report. We undertake no obligation to publicly update or revise them, except as may be required by law.
Item 3.     Quantitative and Qualitative Disclosures About Market Risk
The majority of our investments are conducted through investment partnerships which generally hold common stocks. We also hold marketable securities directly. Through investment partnerships we hold concentrated positions. A significant decline in the general stock market or in the prices of major investments may produce a large net loss and decrease in our consolidated shareholders’ equity. Decreases in values of equity investments can have a materially adverse effect on our earnings and on consolidated shareholders’ equity.
We prefer to hold equity investments for very long periods of time so we are not troubled by short-term price volatility with respect to our investments. Market prices for equity securities are subject to fluctuation. Consequently, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. A hypothetical 10% increase or decrease in the market price of our investments would result in a respective increase or decrease in the carrying value of our investments of $21,490 along with a corresponding change in shareholders’ equity of approximately 3%. 
We have had minimal exposure to foreign currency exchange rate fluctuations in the first nine months of 2022 and 2021.
Our oil and natural gas business is fundamentally a commodity business. This means our operations and earnings may be significantly affected by changes in oil and gas prices. Such commodity prices depend on local, regional and global events or conditions that affect supply and demand for oil and gas. Any material decline in crude oil or natural gas prices could have a material adverse effect on our operations.
Item 4.     Controls and Procedures
Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our Chief Executive Officer and Controller have concluded that our disclosure controls and procedures were effective as of September 30, 2022.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
29

Table of Contents
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information in response to this Item is included in Note 13 to the Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q and is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors as previously disclosed in Item 1A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit NumberDescription
101Interactive Data Files.
104Cover page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
_________________
*Furnished herewith.

30


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Biglari Holdings Inc.
Date: November 4, 2022By:
/s/ BRUCE LEWIS
Bruce Lewis
Controller

31