UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act
of 1934
Date of report (Date of earliest event reported):
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Registrant’s Telephone Number, Including
Area Code:
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 August 7, 2020, Biglari Holdings Inc. (the “Company”) issued a press release announcing its financial results for its second quarter, which ended June 30, 2020. The Company’s press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 99.1 | Press Release issued by the Company on August 7, 2020. |
| 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.
| August 7, 2020 | BIGLARI HOLDINGS INC. | ||
| By: | |||
| Name: | Bruce Lewis | ||
| Title: | Controller | ||
BIGLARI HOLDINGS INC.
NEWS RELEASE
San Antonio, TX, August 7, 2020 – Biglari Holdings Inc. (NYSE: BH.A; BH) announces its results for the second quarter and first six months of 2020.
Biglari Holdings Inc.’s earnings for the second quarter and first six months of 2020 and 2019 are summarized below. To become fully apprised of our results, shareholders should carefully study our 10-Q, which has been posted at www.biglariholdings.com.
| (dollars in thousands) | ||||||||||||||||
| Second Quarter | First Six Months | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Pre-tax operating earnings (loss) | $ | (4,894 | ) | $ | (6,328 | ) | $ | (15,213 | ) | $ | (28,920 | ) | ||||
| Investment gains | 60,757 | 34,198 | (114,985 | ) | 68,352 | |||||||||||
| Gains on debt extinguishment | 1,367 | — | 5,713 | — | ||||||||||||
| Income tax (expense) benefit | (14,764 | ) | (5,896 | ) | 29,066 | (7,640 | ) | |||||||||
| Net earnings (loss) | $ | 42,466 | $ | 21,974 | $ | (95,419 | ) | $ | 31,792 | |||||||
| June 30, 2020 | June 30, 2019 | |||||||
| Class A equivalent shares outstanding | 620,592 | 620,592 | ||||||
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, media and licensing, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants.
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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