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Biglari Holdings Inc.

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 8, 2025

BH$322.43-2.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0001726173-25-000031

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0001628280-25-039267

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 84 current paragraphs.

53 unchanged; 20 reworded; 11 added; 7 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Net sales for the second quarter and first six months of 2025 were $46,858 and $88,473, respectively, representing an increase of $6,043 or 14.8% and $8,923 or 11.2%, compared to the second quarter and first six months of 2024, respectively. The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 10.7% during the second quarter of 2025.

Current report

The cost of food at company-operated units during the second quarter of 2025 was $14,167 or 30.2% of net sales, as compared to $12,357 or 30.3% of net sales during the second quarter of 2024. The cost of food at company-operated units during the first six months of 2025 was $26,631 or 30.1% of net sales, as compared to $23,331 or 29.3% of net sales during the first six months of 2024. The cost of food as a percentage of net sales was relatively flat during the second quarter of 2025 compared to 2024. The increase during the first six months of 2025 compared to 2024 was primarily due to improvements in the quality of various products.

Current report

General and administrative expenses during the second quarter of 2025 were $12,776 or 17.7% of total revenue, as compared to $13,016 or 20.2% of total revenue in the second quarter of 2024. General and administrative expenses during the first six months of 2025 were $24,704 or 18.1% of total revenue, as compared to $24,746 or 19.6% of total revenue in the first six months of 2024. General and administrative expenses decreased during 2025 compared to 2024 primarily due to a decrease in legal and professional fees.

Current report

Marketing expenses during the second quarter of 2025 were $4,865 or 6.8% of total revenue, as compared to $2,857 or 4.4% of total revenue in the second quarter of 2024. Marketing expenses during the first six months of 2025 were $8,097 or 5.9% of total revenue, as compared to $5,802 or 4.6% of total revenue in the first six months of 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to promotions of new products and new methods of payments.

Current report

The Company recorded $1,251 of impairment charges in the second quarter of 2025 and $1,251 and $107 in the first six months of 2025 and 2024, respectively, related to underperforming stores.

Current report

Other income was $913 during 2025 versus $2,442 during 2024. During 2025, Steak n Shake sold one property for a gain of $1,100. During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold three properties for a gain of $1,957.

Current report

Maxim’s revenue increased during the first half of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.

Current report

In 2025, cash from operating activities increased by $37,032 as compared to 2024. The change was primarily attributable to $35,000 of distributions from investment partnerships during 2025.

Current report

Cash used in investing activities increased during 2025 by $7,575 as compared to 2024 primarily due to a reduction in proceeds from the sale of property and equipment.

Current report

Cash used in financing activities increased during 2025 by $26,087 as compared to 2024 primarily due to payments on the Company’s line of credit in 2025.
Removed paragraphs (7)

Previous report

Net sales for the first quarter of 2025 were $41,615 as compared to $38,735 during the first quarter of 2024. Steak n Shake’s same-store sales increased 3.9% but customer traffic declined at its company-operated units during the first quarter of 2025.

Previous report

The cost of food at company-operated units during the first quarter of 2025 was $12,464 or 30.0% of net sales, as compared to $10,974 or 28.3% of net sales during the first quarter of 2024. The increase was primarily due to Steak n Shake changing its frying oil to 100% beef tallow.

Previous report

General and administrative expenses during the first quarter of 2025 were $11,928 or 18.5% of total revenue, as compared to $11,730 or 18.9% of total revenue during the first quarter of 2024. General and administrative expenses in 2025 remained consistent with 2024.

Previous report

Licensing and media revenue increased $1,195 during the first quarter of 2025 compared to 2024 primarily due to a new venture concerning digital contests.

Previous report

Cash provided by operating activities decreased $3,330 as compared to the first quarter of 2024. The decrease was primarily attributable to changes in our working capital accounts.

Previous report

Cash used in investing activities was $8,652 higher during the first quarter of 2025 compared to 2024. The change was primarily attributable to purchases of limited partnership interests, which were $13,345 higher, offset by $9,323 of proceeds from the sale of oil and gas properties.

Previous report

The Company had net borrowings of $3,400 on its lines of credit in the first quarter of 2025 and no activity in the first quarter of 2024.
Reworded paragraphs (20)

Previous wording

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 454 company-operated and franchise restaurants as of March 31, 2025.

Current wording

Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 449 company-operated and franchise restaurants as of June 30, 2025.

Previous wording

As of March 31, 2025, nine of the 146 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease six of the nine locations and refranchise the balance.

Current wording

As of June 30, 2025, ten of the 143 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease eight of the ten locations and refranchise the balance.

Previous wording

Fees generated by our franchise partners were $17,139 during the first quarter of 2025, as compared to $17,758 during the first quarter of 2024. Our share of franchise partner fees was $619 lower primarily due to fewer open units in 2025 compared to 2024. As of March 31, 2025, there were 172 franchise partner units as compared to 178 franchise partner units as of March 31, 2024.

Current wording

Fees generated by our franchise partners were $20,150 during the second quarter of 2025, as compared to $18,149 during the second quarter of 2024. Franchise partner fees were $37,289 and $35,907 during the first six months of 2025 and 2024, respectively. Our share of franchise partner fees were higher despite fewer open units in 2025 compared to 2024. As of June 30, 2025 and June 30, 2024, there were 174 and 182 franchise partner units, respectively. Similar to company-operated units, the increase in franchise partner revenue is primarily due to an increase in revenue at the franchise partner units.

Previous wording

Included in franchise partner fees were $5,553 and $5,705 of rental income during the first quarter of 2025 and 2024, respectively. Franchise partners rent buildings and equipment from Steak n Shake.

Current wording

Included in franchise partner fees were $5,887 and $5,780 of rental income during the second quarter of 2025 and 2024, respectively, and $11,440 and $11,485 during the first six months of 2025 and 2024, respectively. Franchise partners rent buildings and equipment from Steak n Shake.

Previous wording

The franchise royalties and fees generated by the traditional franchising business were $3,489 during the first quarter of 2025, as compared to $3,477 during the first quarter of 2024. There were 104 Steak n Shake traditional units open on March 31, 2025, as compared to 125 units open on March 31, 2024.

Current wording

The franchise royalties and fees generated by the traditional franchising business were $3,128 during the second quarter of 2025, as compared to $3,615 during the second quarter of 2024. Franchise royalties and fees during the first six months of 2025 were $6,617 as compared to $7,092 during the first six months of 2024. There were 100 Steak n Shake traditional units open on June 30, 2025, as compared to 120 units open on June 30, 2024. The lower unit count was the primary reason for the decrease in franchise royalties and fees during 2025 compared to 2024.

Previous wording

The labor costs at company-operated restaurants during the first quarter of 2025 were $13,439 or 32.3% of net sales, as compared to $12,429 or 32.1% of net sales during the first quarter of 2024. Labor costs expressed as a percentage of net sales increased during 2025 as compared to 2024 primarily due to increased staffing in the restaurants.

Current wording

The labor costs at company-operated restaurants during the second quarter of 2025 were $14,020 or 29.9% of net sales, as compared to $12,992 or 31.8% of net sales in the second quarter of 2024. Labor costs at company-operated restaurants during the first six months of 2025 were $27,460 or 31.0% of net sales, as compared to $25,536 or 32.1% of net sales in 2024. Labor costs expressed as a percentage of net sales decreased during 2025 compared to 2024 primarily due to a decrease in management labor.

Previous wording

Interest on obligations under leases was $1,333 during the first quarter of 2025 versus $1,314 during the first quarter of 2024.

Current wording

Interest on obligations under leases was $2,573 during 2025 versus $2,663 during 2024.

Previous wording

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.

Current wording

First Guard is a direct underwriter of commercial truck insurance, primarily 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.

Previous wording

First Guard produced an underwriting gain in the first quarter of 2025. Its underwriting gain increased $415 in the first quarter of 2025 compared to 2024. It is the nature of the insurance industry to experience volatility in underwriting performance.

Current wording

First Guard produced an underwriting gain in the second quarter and first six months of 2025. Its underwriting gain increased $1,175 in the first six months of 2025 compared to 2024. It is the nature of the insurance industry to experience volatility in underwriting performance.

Previous wording

Premiums earned increased $1,944, or 29.4% in the first quarter of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g. homeowners insurance. Southern Pioneer’s ratio of losses and loss adjustment expenses to premiums earned was 66.9% during 2025 compared to 62.1% during 2024.

Current wording

Premiums earned increased $3,215 or 24.0% in the first six months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g. homeowners insurance.

Previous wording

Abraxas Petroleum’s revenue remained consistent during the first quarter of 2025 compared to 2024. Depletion increased in the first quarter of 2025 compared to 2024 due to an increase in the depletion rate.

Current wording

Abraxas Petroleum’s revenue remained consistent during the first six months of 2025 compared to 2024. Depletion increased in the first six months of 2025 compared to 2024 due to an increase in the depletion rate.

Previous wording

Abraxas Petroleum recorded a gain of $9,323 from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

Current wording

During the first six months of 2025, Abraxas Petroleum recorded a gain of $10,117 from selling undeveloped reserves to an unaffiliated party to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on the undeveloped properties.

Previous wording

Southern Oil’s revenue increased $398, or 10.9% during the first quarter of 2025 compared to 2024. Southern Oil repaired several nonperforming wells throughout 2024.

Current wording

Southern Oil’s revenue remained consistent during the first six months of 2025 compared to 2024. Southern Oil repaired several nonperforming wells throughout 2024 which has increased production during 2025. However, the sales prices of crude oil were lower during 2025 compared to the same period of 2024 which offset any increase in revenue from Southern Oil’s production increases.

Previous wording

Investment losses net of tax for the first quarter of 2025 were $1,288 and investment gains net of tax for the first quarter of 2024 were $1,332. Dividends and interest 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.

Current wording

Investment gains net of tax for the second quarter of 2025 were $2,318 as compared to investment losses net of tax for the second quarter of 2024 of $2,159. Investment gains net of tax for the first six months of 2025 were $1,030 as compared to investment losses net of tax for the first six months of 2024 of $827. 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.

Previous wording

Earnings from our investments in partnerships are summarized below.

Current wording

Earnings (loss) from our investments in partnerships are summarized below.

Previous wording

Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly and annual results. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.

Current wording

Investment gains and losses in 2025 and 2024 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our quarterly and annual results.

Previous wording

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the first quarter of 2025 were $3,289 compared to $1,996 in the first quarter of 2024.

Current wording

Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the second quarter and first six months of 2025 were $3,530 and $6,819, respectively, compared to $3,125 and $5,121 in the second quarter and first six months of 2024, respectively.

Previous wording

Income tax benefit for the first quarter of 2025 was $7,908 compared to an income tax expense of $6,816 for the first quarter of 2024. The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax losses were $49,592 during the first quarter of 2025 compared to pre-tax gains of $21,985 during the first quarter of 2024.

Current wording

Income tax expense for the second quarter of 2025 was $14,171 compared to income tax benefit of $14,725 for the second quarter of 2024. Income tax expense for the first six months of 2025 was $6,263 compared to income tax benefit of $7,909 for the first six months of 2024. The variance in income taxes between 2025 and 2024 is attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax gains were $58,504 during the second quarter of 2025 compared to pre-tax losses of $79,890 during the second quarter of 2024. Investment partnership pre-tax gains were $8,912 during the first six months of 2025 compared to pre-tax losses of $57,905 during the first six months of 2024.

Previous wording

Biglari Holdings’ line of credit was amended on September 13, 2024, and the available line of credit was increased to $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. As of March 31, 2025, we were in compliance with all covenants. There was a $35,000 balance on the line of credit on March 31, 2025 and December 31, 2024.

Current wording

Biglari Holdings’ line of credit was amended on September 13, 2024, and the available line of credit was increased to $35,000. The line of credit matures on September 13, 2026. The line of credit includes customary covenants, as well as financial maintenance covenants. As of June 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $19,000 and $35,000 on June 30, 2025 and December 31, 2024, respectively.

Previous wording

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. As of March 31, 2025, we were in compliance with all covenants. The balance on the line of credit was $13,400 and $10,000 on March 31, 2025 and December 31, 2024, respectively.

Current wording

On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $75,000. The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. As of June 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $10,000 on December 31, 2024. As of June 30, 2025, Biglari Holdings had no debt outstanding on its line of credit.