−Removed: Biglari Holdings and its subsidiaries (referred to herein as “we,” “us,” “our,” or similar expressions) are subject to certain risks and uncertainties in its business operations which are described below.
+Added: Biglari Holdings and its subsidiaries (referred to herein as “we,” “us,” “our,” or similar expressions) are subject to certain risks and uncertainties in their business operations, which are described below.
The risks and uncertainties described below are not the only risks we face.
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Biglari to exert control over matters requiring shareholder approval.
−Removed: Biglari has the ability to control the outcome of matters submitted to our shareholders for approval, including the election or removal of directors, the amendment of our certificate of incorporation or bylaws, along with other significant transactions.
+Added: Biglari has the ability to control the outcome of matters submitted to our shareholders for approval, including the election or removal of directors, the amendment of our certificate of incorporation or bylaws, and other significant transactions.
In addition, Mr.
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The Company does not have a governance and nominating committee.
−Removed: Our historical growth rate is not indicative of our future growth.
−Removed: When evaluating our historical growth and prospects for future growth, it is important to consider that while our business philosophy has remained constant our mix of business has changed and will continue to change.
−Removed: Our business model makes it difficult to assess our prospects for future growth.
Biglari Holdings’ access to capital is subject to restrictions that may adversely affect its ability to satisfy its cash requirements or implement its growth strategy.
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and The Lion Fund II, L.P., investment partnerships controlled by Mr.
−Removed: Biglari, our access to capital is restricted by the terms of their respective partnership agreements, as described more fully below.
+Added: Biglari, our access to capital is restricted by the terms of their respective partnership agreements.
There is also a high likelihood that we will make additional investments in these investment partnerships.
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Our operating businesses are subject to normal economic cycles, which affect the general economy or the specific industries in which they operate.
−Removed: Significant deteriorations of economic conditions over a prolonged period could produce a material adverse effect on one or more of our significant operations.
+Added: Significant deterioration of economic conditions over a prolonged period could produce a material adverse effect on one or more of our significant operations.
Our operating businesses face a variety of risks associated with doing business in foreign markets.
There is no assurance that our international operations will remain profitable.
−Removed: Our international operations are subject to all of the risks associated with our domestic operations, as well as a number of additional risks, varying substantially country by
+Added: Our international operations are subject to all of the risks associated with our domestic operations, as well as a number of additional risks, varying substantially country by country.
These include, inter alia , international economic and political conditions, corruption, terrorism, social and ethnic unrest, foreign currency fluctuations, differing cultures, and consumer preferences.
In addition, we may become subject to foreign governmental regulations that impact the way we do business with our international franchisees and vendors.
−Removed: These include antitrust and tax requirements, anti-boycott regulations, international trade regulations, the USA Patriot Act, the Foreign Corrupt Practices Act, and applicable local law.
+Added: These include antitrust and tax requirements, anti-boycott regulations, international trade regulations, the USA Patriot Act, the Foreign Corrupt Practices Act, Office of Foreign Assets Control regulations, and
+Added: applicable local laws.
Failure to comply with any such legal requirements could subject us to monetary liabilities and other sanctions, which could harm our business and our financial condition.
−Removed: Epidemics, pandemics or other outbreaks, including COVID-19, could hurt our operating businesses.
−Removed: The outbreak of COVID-19 has adversely affected, and in the future it or other epidemics, pandemics or outbreaks may adversely affect, our operations, including our investments.
+Added: Epidemics, pandemics, or other outbreaks, including COVID-19, could hurt our operating businesses and investments.
+Added: The outbreak of COVID-19 adversely affected our operations and investments, and in the future it or other epidemics, pandemics, or outbreaks may do the same.
This is or may be due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our products and services, credit losses when customers and other counterparties fail to satisfy their obligations to us, and volatility in global equity securities markets, among other factors.
−Removed: Potential changes in law or regulations may have a negative impact on our Class A common stock and Class B common stock.
−Removed: In prior years, bills have been introduced in Congress that, if enacted, would have prohibited the listing of common stock on a national securities exchange if such common stock was part of a class of securities that has no voting rights or carries disproportionate voting rights.
+Added: Potential changes in laws or regulations may have a negative impact on our Class A common stock and Class B common stock.
+Added: In prior years, bills have been introduced in Congress that, if enacted, would have prohibited the listing of common stock on a national securities exchange if such common stock were part of a class of securities that has no voting rights or carries disproportionate voting rights.
Although these bills have not been acted upon by Congress, there can be no assurance that such a bill (or a modified version thereof) will not be introduced in Congress in the future.
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Litigation could have a material adverse effect on our financial position, cash flows, and results of operations.
−Removed: We are or may be from time to time a party to various legal actions, investigations and other proceedings brought by employees, consumers, policyholders, suppliers, shareholders, government agencies or other third parties in connection with matters pertaining to our business, including related to our investment activities.
+Added: We are or may be from time to time a party to various legal actions, investigations, and other proceedings brought by employees, consumers, policyholders, suppliers, shareholders, government agencies, or other third parties in connection with matters pertaining to our business, including those related to our investment activities.
The outcome of such matters is often difficult to assess or quantify, and the cost to defend future proceedings may be significant.
Even if a claim is unsuccessful or is not fully pursued, the negative publicity surrounding any negative allegation regarding our Company, our business, or our products could adversely affect our reputation.
−Removed: While we believe that the ultimate outcome of routine legal proceedings individually and in the aggregate will not have a material impact on our financial position, we cannot assure that an adverse outcome on, or reputational damage from, any of these matters would not, in fact, materially impact our business and results of operations for the period when these matters are completed or otherwise resolved.
+Added: While we believe that the ultimate outcome of routine legal proceedings, individually and in the aggregate will not have a material impact on our financial position, we cannot assure that an adverse outcome on, or reputational damage from, any of these matters would not, in fact, materially impact our business and results of operations for the period after these matters are completed or otherwise resolved.
Risks Relating to Our Restaurant Operations
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Additional factors that may adversely affect the restaurant industry include, but are not limited to, food and wage inflation, safety, and food-borne illness.
−Removed: The COVID-19 pandemic caused our restaurants to close their dining rooms in 2020.
−Removed: Many of Steak n Shake’s competitors have reopened their dining rooms.
−Removed: Steak n Shake will reopen dining rooms only in restaurants it believes will provide excellent customer service.
Changes in economic conditions may have an adverse impact on our restaurant operations.
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Fluctuations in commodity and energy prices and the availability of commodities, including beef and dairy, could affect our restaurant business.
−Removed: The cost, availability and quality of ingredients restaurant operations use to prepare their food is subject to a range of factors, many of which are beyond their control.
+Added: The cost, availability, and quality of ingredients restaurant operations use to prepare their food are subject to a range of factors, many of which are beyond their control.
A significant component of our restaurant business costs is related to food commodities, including beef and dairy products, which can be subject to significant price fluctuations due to seasonal shifts, climate conditions, industry demand, changes in commodity markets, and other factors.
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In addition, our restaurants are dependent upon frequent deliveries of perishable food products that meet certain specifications.
−Removed: Shortages or interruptions in the supply of perishable food products caused by unanticipated demand, problems in production or distribution, disease or food-borne illnesses, inclement weather, or other conditions could adversely affect the availability, quality, and cost of ingredients, which would likely lower revenues, damage our reputation, or otherwise harm our business.
+Added: Shortages or interruptions in the supply of perishable food products caused by unanticipated demand, problems in production or distribution, disease or food-
+Added: borne illnesses, inclement weather, or other conditions could adversely affect the availability, quality, and cost of ingredients, which would likely lower revenues, damage our reputation, or otherwise harm our business.
Adverse weather conditions or losses due to casualties could negatively impact our operating performance.
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There is a high likelihood that we will make additional investments in these investment partnerships in the future.
−Removed: We also have a services agreement with Biglari Capital Corp., the general partner of the investment partnerships (“Biglari Capital”), and Biglari Enterprises LLC (collectively, the “Biglari Entities”), in which the Company pays a fixed fee to the Biglari Entities for business and administrative-related services.
+Added: We have a services agreement with Biglari Capital Corp., the general partner of the investment partnerships (“Biglari Capital”), and Biglari Enterprises LLC (collectively, the “Biglari Entities”), in which the Company pays a fixed fee to the Biglari Entities for business and administrative-related services.
The Biglari Entities are owned by Mr.
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These investments may be largely concentrated in the common stocks of a few investees.
−Removed: A significant decline in the major values of these investments may produce a large decrease in our consolidated shareholders’ equity and can have a material adverse effect on our consolidated book value per share and earnings.
+Added: A significant decline in the major values of
+Added: these investments may produce a large decrease in our consolidated shareholders’ equity and can have a material adverse effect on our consolidated book value per share and earnings.
We are subject to the risk of possibly becoming an investment company under the Investment Company Act of 1940.
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To avoid becoming and registering as an investment company under the Investment Company Act, we operate as an ongoing enterprise, with approximately 2,600 employees, along with an asset base from which to pursue acquisitions.
−Removed: Furthermore, Section 3(c)(3) of the Investment Company Act excludes insurance companies from the definition of “investment company”.
−Removed: Because we monitor the value of our investments and structure transactions accordingly, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns.
+Added: Furthermore, Section 3(c)(3) of the Investment Company Act excludes insurance companies from the definition of “investment company.” Because we monitor the value of our investments and structure transactions accordingly, we may structure transactions in a less advantageous manner than if we did not have Investment Company Act concerns, or we may avoid otherwise economically desirable transactions due to those concerns.
In addition, adverse developments with respect to our ownership of certain of our operating subsidiaries, including significant appreciation or depreciation in the market value of certain of our publicly traded holdings, could result in our inadvertently becoming an investment company.
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Accordingly, existing or new regulations related to these or other matters or regulatory actions imposing restrictions on our insurance business may adversely impact its results of operations.
−Removed: Risks Relating to Our Media and Licensing Business
−Removed: Our media business faces significant competition from other magazine publishers and other forms of media, including digital media, and as a result our media business may not be able to improve its operating results.
−Removed: Our media business competes principally with other magazine publishers.
−Removed: The proliferation of choices available to consumers for information and entertainment has resulted in audience fragmentation and has negatively impacted overall consumer demand for print magazines and intensified competition with other magazine publishers for share of print magazine readership.
−Removed: Our media business also competes with digital publishers and other forms of media.
−Removed: This competition has intensified as a result of the proliferation of mobile devices and the shift in consumer preference from print media to digital media for the delivery and consumption of content.
−Removed: Competition among print magazine and digital publishers for advertising is primarily based on the circulation and readership of magazines and the number of visitors to websites, respectively, and the demographics of customers, advertising rates, plus the effectiveness of advertising sales teams.
−Removed: The proliferation of new platforms available to advertisers, combined with continuing competition from print platforms, has impacted both the amount of advertising our media business is able to sell and the rates it can command.
−Removed: Our pursuit of licensing opportunities for the Maxim brand may prove to be unsuccessful.
−Removed: Maxim’s success depends to a significant degree upon its ability to develop new licensing agreements to expand its brand.
−Removed: However, these licensing efforts may be unsuccessful.
−Removed: We may be unable to secure favorable terms for future licensing arrangements, which could lead to, among other things, disputes with licensing partners that hinder our ability to grow the Maxim brand.
+Added: Risks Relating to Our Brand Licensing Business
+Added: Licensing opportunities for the Maxim brand may be difficult to maintain.
+Added: Maxim’s success depends to a significant degree upon licensing agreements.
+Added: These licensing agreements mature from time to time and we may be unable to secure favorable terms for future licensing arrangements.
Future licensing partners may also fail to honor their contractual obligations or take other actions that can diminish the value of the Maxim brand.
−Removed: Disputes could also arise that prevent or delay our ability to collect licensing revenues under these arrangements.
+Added: Disputes could arise that prevent or delay our ability to collect licensing revenues under these arrangements.
If any of these developments occur or our licensing efforts are otherwise not successful, the value and recognition of the Maxim brand, as well as the prospects of our media business, could be materially, adversely affected.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.