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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 25, 2023
| | |
| BIGLARI HOLDINGS INC. |
| (Exact Name of Registrant as Specified in Charter) |
| | | | | | | | | | | | | | |
| Indiana | | 001-38477 | | 82-3784946 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | |
19100 Ridgewood Parkway, | Suite 1200 | | |
| San Antonio, | TX | | 78259 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (210) 344-3400
| | |
|
| (Former Name or Former Address, if Changed Since Last Report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Class A common stock | BH.A | New York Stock Exchange |
| Class B common stock | BH | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 25, 2023, Biglari Holdings Inc. (the “Company”) issued a press release announcing the Company’s earnings for the fourth quarter and year ended December 31, 2022. A copy of the press release is furnished with this report as an exhibit to this Form 8-K.
The information in this Current Report, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Current Report, including the exhibit, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 7.01. Regulation FD Disclosure.
The 2022 Annual Report to the shareholders has been posted on the Internet, where it can be accessed at www.biglariholdings.com. The report includes Sardar Biglari’s annual letter to shareholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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| February 25, 2023 | BIGLARI HOLDINGS INC. |
| | |
| | By: | /s/ Bruce Lewis |
| | | Name: | Bruce Lewis |
| | | Title: | Controller |
BIGLARI HOLDINGS INC.
NEWS RELEASE
San Antonio, TX, February 25, 2023 – Biglari Holdings Inc.’s 2022 Annual Report to the shareholders has been posted on the Internet, where it can be accessed at www.biglariholdings.com. The report includes Sardar Biglari’s annual letter to shareholders.
Biglari Holdings Inc.’s earnings for the fourth quarter and full year of 2022 and 2021 are summarized below. To become fully apprised of our results, shareholders should carefully study our 10-K, which has been posted at www.biglariholdings.com.
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| (dollars in thousands) | | | | | | | |
| Fourth Quarter | | Year Ended December 31, |
| 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | |
| Pre-tax operating earnings (loss) | $ | 5,212 | | | $ | 6,877 | | | $ | 36,319 | | | $ | 24,913 | |
| Investment gains (losses) | 7,082 | | | (16,455) | | | (79,346) | | | 17,354 | |
| Income tax (expense) benefit and losses attributable to noncontrolling interest | (2,239) | | | 4,755 | | | 11,009 | | | (6,789) | |
| Net earnings (loss) attributable to Biglari Holdings shareholders | $ | 10,055 | | | $ | (4,823) | | | $ | (32,018) | | | $ | 35,478 | |
Analysis of Results:
Investments affect our reported quarterly earnings based on their carrying value. We do not regard the quarterly or annual fluctuations in our investments to be meaningful. Therefore, our operating businesses are best analyzed before the impact of investment gains. As a consequence, in the preceding table we separate earnings of our operating businesses from our investment gains.
About Biglari Holdings Inc.
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.
Comment on Regulation G
This press release contains certain non-GAAP financial measures. In addition to the GAAP presentations of net earnings, Biglari Holdings defines pre-tax operating earnings outside of the investment gains/losses of the Company.
Risks Associated with Forward-Looking Statements
This news release may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ markedly from those projected or discussed here. Biglari Holdings cautions readers not to place undue reliance upon any such forward-looking statements, for actual results may differ materially from expectations. Biglari Holdings does not update publicly or revise any forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Further information on the types of factors that could affect Biglari Holdings and its business can be found in the Company’s filings with the SEC.
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