bh-20220331

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 March 31, 2022


☐			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)


Indiana						82-3784946
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)


17802 IH 10 West,	Suite 400
San Antonio,	TX	78257
(Address of principal executive offices)		(Zip Code)

(210) 344-3400

Registrant’s telephone number, including area code

Not Applicable

(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 class	Trading Symbols	Name of each exchange on which registered
Class A Common Stock, no par value	BH.A	New York Stock Exchange
Class B Common Stock, no par value	BH	New 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 filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller 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 May 3, 2022:


Class A common stock –			206,864
Class B common stock –			2,068,640

Table of Contents

BIGLARI HOLDINGS INC.

INDEX


		Page No.
Part I – Financial Information

Item 1.	Financial Statements	1
	Consolidated Balance Sheets — March 3 1 , 202 2 and December 31, 202 1	1
	Consolidated Statements of Earnings — First Quarter 202 2 and 202 1	2
	Consolidated Statements of Comprehensive Income — First Quarter 202 2 and 202 1	2
	Consolidated Statements of Cash Flows — First Quarter 202 2 and 20 21	3
	Consolidated Statements of Changes in Shareholders’ Equity — First Quarter 202 2 and 202 1	4
	Notes to Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
Item 4.	Controls and Procedures	25

Part II – Other Information

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
Signatures		27

Table of Contents

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIGLARI HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	45,777	$	42,349
Investments	87,150		83,061
Receivables	22,427		28,508
Inventories	4,376		3,803
Other current assets	8,067		7,088
Total current assets	167,797		164,809
Property and equipment	347,609		349,351
Operating lease assets	40,540		42,538
Goodwill and other intangible assets	76,854		77,010
Investment partnerships	242,368		250,399
Other assets	10,686		10,700
Total assets	$	885,854	$	894,807

Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses	$	99,761	$	100,467
Loss and loss adjustment expenses	14,443		14,609
Unearned premiums	11,875		11,667
Current portion of lease obligations	17,057		16,898
Total current liabilities	143,136		143,641
Lease obligations	101,156		104,479
Deferred taxes	41,763		46,533
Asset retirement obligations	10,520		10,389
Other liabilities	1,982		2,069
Total liabilities	298,557		307,111

Shareholders’ equity
Common stock	1,138		1,138
Additional paid-in capital	381,788		381,788
Retained earnings	608,230		608,528
Accumulated other comprehensive loss	(2,138)		(1,907)
Treasury stock, at cost	(401,721)		(401,851)
Biglari Holdings Inc. shareholders’ equity	587,297		587,696
Total liabilities and shareholders’ equity	$	885,854	$	894,807

See accompanying Notes to Consolidated Financial Statements.

Table of Contents

BIGLARI HOLDINGS INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(dollars in thousands except per share amounts)


	First Quarter
	2022		2021
	(Unaudited)
Revenues
Restaurant operations	$	59,847	$	69,954
Insurance premiums and other	15,079		14,619
Oil and gas	9,812		8,592
Licensing and media	634		1,123
	85,372		94,288
Cost and expenses
Restaurant cost of sales	35,352		45,616
Insurance losses and underwriting expenses	13,774		11,146
Oil and gas production costs	3,819		2,413
Licensing and media costs	953		480
Selling, general and administrative	16,224		15,540
Impairments	—		298
Depreciation, depletion, and amortization	7,871		7,178
Interest expense	1,412		2,741
	79,405		85,412
Other income
Investment gains	225		3,081
Investment partnership gains (losses)	(6,661)		81,766
Total other income (expenses)	(

SEC Form 10-Q filed by Biglari Holdings Inc.