Biglari Holdings Inc.
For the period ended Sep 30, 2025. Filed Nov 7, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 7, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001628280-25-050620
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 84 previous paragraphs and 87 current paragraphs.
55 unchanged; 27 reworded; 4 added; 2 removed; 0 previous and 1 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 (4)
Current report
Abraxas Petroleum’s revenue decreased $2,552 during the first nine months of 2025 compared to 2024 primarily due to lower sales prices of crude oil and natural gas.
Current report
Biglari Holdings Line of Credit
Current report
Steak n Shake Note Payable
Current report
On September 30, 2025, Steak n Shake obtained a loan of $225,000. The term of the loan is five years, with an interest rate fixed at 8.8% per annum, and the loan will be amortized at a rate of 3.0% per annum. The loan includes customary covenants as well as financial maintenance covenants and customary events of default. The debt is an obligation of Steak n Shake and the proceeds from the loan were distributed to Biglari Holdings. All of the debt is secured by real estate owned by Steak n Shake.
Removed paragraphs (2)
Previous report
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 report
Biglari Holdings Lines of Credit
Reworded paragraphs (27)
Previous wording
Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 449 company-operated and franchise restaurants as of June 30, 2025.
Current wording
Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 441 company-operated and franchise restaurants as of September 30, 2025.
Previous 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.
Current wording
As of September 30, 2025, ten of the 141 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease eight of the ten locations and reopen the remaining two locations.
Previous wording
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 wording
Net sales for the third quarter and first nine months of 2025 were $47,462 and $135,935, respectively, representing an increase of $7,802 or 19.7% and $16,725 or 14.0%, compared to the third quarter and first nine months of 2024, respectively. The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 15.6% for domestic company-operated units during the third quarter of 2025.
Previous 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.
Current wording
Fees generated by our franchise partners were $19,166 during the third quarter of 2025, as compared to $17,157 during the third quarter of 2024. Franchise partner fees were $56,455 and $53,064 during the first nine months of 2025 and 2024, respectively. As of September 30, 2025 and September 30, 2024, there were 173 and 177 franchise partner units, respectively. Franchise partner fees were higher primarily because franchise partner same-store sales increased 14.8% during the third quarter of 2025 compared to 2024.
Previous 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.
Current wording
Included in franchise partner fees were $5,885 and $5,780 of rental income during the third quarter of 2025 and 2024, respectively, and $17,325 and $17,265 during the first nine 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 $3,128 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.
Current wording
The franchise royalties and fees generated by the traditional franchising business were $2,897 during the third quarter of 2025, as compared to $3,442 during the third quarter of 2024. Franchise royalties and fees during the first nine months of 2025 were $9,514 as compared to $10,534 during the first nine months of 2024. There were 96 Steak n Shake traditional units open on September 30, 2025, as compared to 116 units open on September 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 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 wording
The cost of food at company-operated units during the third quarter of 2025 was $14,849 or 31.3% of net sales, as compared to $12,218 or 30.8% of net sales during the third quarter of 2024. The cost of food at company-operated units during the first nine months of 2025 was $41,480 or 30.5% of net sales, as compared to $35,549 or 29.8% of net sales during the first nine months of 2024. The cost of food as a percentage of net sales increased during the third quarter of 2025 compared to 2024 primarily due to improvements in the quality of various products.
Previous 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.
Current wording
The labor costs at company-operated restaurants during the third quarter of 2025 were $14,573 or 30.7% of net sales, as compared to $13,158 or 33.2% of net sales in the third quarter of 2024. Labor costs at company-operated restaurants during the first nine months of 2025 were $42,033 or 30.9% of net sales, as compared to $38,694 or 32.5% 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
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 wording
General and administrative expenses during the third quarter of 2025 were $12,129 or 16.9% of total revenue, as compared to $10,355 or 16.6% of total revenue in the third quarter of 2024. General and administrative expenses during the first nine months of 2025 were $36,833 or 17.7% of total revenue, as compared to $35,101 or 18.6% of total revenue in the first nine months of 2024. General and administrative expenses increased during 2025 compared to 2024 primarily due to an increase in professional fees during the third quarter of 2025.
Previous wording
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 wording
Marketing expenses during the third quarter of 2025 were $5,370 or 7.5% of total revenue, as compared to $3,182 or 5.1% of total revenue in the third quarter of 2024. Marketing expenses during the first nine months of 2025 were $13,467 or 6.5% of total revenue, as compared to $8,984 or 4.8% of total revenue in the first nine months of 2024. Marketing expenses increased during 2025 compared to 2024 primarily due to promotions of new products and new methods of payments.
Previous wording
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 wording
The Company recorded no impairment charges in the third quarter of 2025 and 2024, and $1,251 and $107 in the first nine months of 2025 and 2024, respectively, related to underperforming stores.
Previous wording
Interest on obligations under leases was $2,573 during 2025 versus $2,663 during 2024.
Current wording
Interest on obligations under leases was $4,081 during 2025 versus $4,016 during 2024.
Previous wording
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 wording
Other income was $4,130 during 2025 versus $4,420 during 2024. During 2025, Steak n Shake sold four properties for a gain of $4,489. During 2024, Western Sizzlin received a settlement of $450 and Steak n Shake sold five properties for a gain of $4,383.
Previous wording
To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners. We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability.
Current wording
To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners. We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability. Steak n Shake’s same-store sales increased 14.8% for franchise partner units during the third quarter of 2025.
Previous 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.
Current wording
First Guard produced an underwriting gain in the third quarter and first nine months of 2025. Its underwriting gain increased $1,500 in the first nine months of 2025 compared to 2024.
Previous 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.
Current wording
Premiums earned increased $4,530 or 21.9% in the first nine months of 2025 compared to 2024, primarily because of rate increases in its personal lines, e.g. homeowners insurance.
Previous 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.
Current wording
During the first nine months of 2025, Abraxas Petroleum recorded a gain of $10,212 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 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.
Current wording
Southern Oil’s revenue remained consistent during the first nine 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
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 wording
Maxim’s revenue and media costs increased during the first nine months of 2025 as compared to the same period in 2024 due to the launch of various new digital contests.
Previous 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.
Current wording
Investment gains net of tax for the third quarter of 2025 were $1,184 as compared to investment gains net of tax for the third quarter of 2024 of $3,706. Investment gains net of tax for the first nine months of 2025 were $2,214 as compared to investment gains net of tax for the first nine months of 2024 of $2,879. 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
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.
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 third quarter and first nine months of 2025 were $3,775 and $10,594, respectively, compared to $5,548 and $10,669 in the third quarter and first nine months of 2024, respectively. The decrease was primarily due to no accrued incentive fees in 2025.
Previous 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.
Current wording
Income tax benefit for the third quarter of 2025 was $2,261 compared to income tax expense of $11,201 for the third quarter of 2024. Income tax expense for the first nine months of 2025 was $4,002 compared to income tax expense of $3,292 for the first nine months of 2024. The variance in income taxes between 2025 and 2024 is primarily attributable to taxes on income generated by the investment partnerships.
Previous wording
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 wording
In 2025, cash from operating activities increased by $57,523 as compared to 2024. The change was primarily attributable to $54,000 of distributions from investment partnerships during 2025.
Previous wording
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 wording
Cash used in investing activities increased during 2025 by $1,284 as compared to 2024 primarily due to a reduction in proceeds from the sale of property and equipment.
Previous wording
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.
Current wording
Cash provided by financing activities increased during 2025 by $183,853 as compared to 2024 primarily due to a note payable of $225,000 to Steak n Shake on September 30, 2025.
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 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.
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 September 30, 2025, we were in compliance with all covenants. The balance on the line of credit was $15,000 and $35,000 on September 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 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.
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 was terminated on September 29, 2025.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
It is the nature of the insurance industry to experience volatility in underwriting performance.