Biglari (BH) 10-Q 2 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 31, 2018
Entity Registrant Name	BIGLARI HOLDINGS INC.
Entity Central Index Key	1,726,173
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018
Class A Common Stock
Entity Common Stock, Shares Outstanding		206,864
Class B Common Stock
Entity Common Stock, Shares Outstanding		2,068,640

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 48,345	$ 58,577
Investments	27,790	23,289
Receivables	13,486	16,284
Inventories	6,558	7,268
Other current assets	8,985	7,221
Total current assets	105,164	112,639
Property and equipment	281,605	295,800
Goodwill and other intangible assets	68,304	66,645
Investment partnerships	496,655	566,021
Other assets	22,287	22,479
Total assets	974,015	1,063,584
Current liabilities:
Accounts payable and accrued expenses	107,423	128,744
Current portion of notes payable and other borrowings	6,058	6,748
Total current liabilities	113,481	135,492
Long-term notes payable and other borrowings	245,383	256,994
Deferred taxes	76,568	88,401
Other liabilities	10,165	11,369
Total liabilities	445,597	492,256
Shareholders' equity
Common Stock	1,138	1,071
Additional paid-in capital	381,904	382,014
Retained earnings	521,712	565,504
Accumulated other comprehensive loss	(2,245)	(1,404)
Treasury stock, at cost	(374,091)	(375,857)
Biglari Holdings Inc. shareholders' equity	528,418	571,328
Total liabilities and shareholders' equity	$ 974,015	$ 1,063,584

CONSOLIDATED STATEMENTS OF EARN

CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues
Restaurant operations		$ 195,041	$ 206,072	$ 589,569	$ 606,633
Insurance premiums and other		7,038	6,285	20,330	18,548
Media advertising and other		1,503	1,877	4,647	5,400
Total revenues		203,582	214,234	614,546	630,581
Cost and expenses
Restaurant cost of sales		161,218	170,726	480,127	494,502
Insurance losses and underwriting expenses		5,146	5,379	15,547	15,142
Media cost of sales		1,065	1,465	3,562	4,699
Selling, general and administrative		32,311	32,480	97,911	93,621
Depreciation and amortization		4,778	5,277	14,540	16,331
Total cost and expenses		204,518	215,327	611,687	624,295
Other income (expenses)
Interest expense		(2,967)	(2,716)	(8,619)	(8,321)
Interest on obligations under leases		(1,991)	(2,258)	(6,328)	(6,856)
Investment partnership gains (losses)		(19,008)	(43,859)	(23,854)	(31,589)
Total other income (expenses)		(23,966)	(48,833)	(38,801)	(46,766)
Earnings (loss) before income taxes		(24,902)	(49,926)	(35,942)	(40,480)
Income tax expense (benefit)		(11,199)	(25,226)	(12,886)	(21,085)
Net earnings (loss)		$ (13,703)	$ (24,700)	$ (23,056)	$ (19,395)
Earnings per share
Net earnings (loss) per equivalent Class A share	[1]	$ (39.50)	$ (66.96)	$ (66.12)	$ (52.51)
[1]	* Net earnings (loss) per equivalent Class B share outstanding are one-fifth of the equivalent Class A share or $(7.90) and $(13.22) for the third quarter and first nine months of 2018, respectively, and $(13.39) and $(10.50) for the third quarter and first nine months of 2017, respectively.

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Comprehensive Income
Net earnings (loss)	$ (13,703)	$ (24,700)	$ (23,056)	$ (19,395)
Other comprehensive income:
Net change in unrealized gains and losses on investments	0	71	0	261
Applicable income taxes	0	(25)	0	(92)
Reclassification to earnings	0	0	(73)	0
Applicable income taxes	0	0	15	0
Foreign currency translation	(138)	562	(783)	1,750
Other comprehensive income, net	(138)	608	(841)	1,919
Total comprehensive loss	$ (13,841)	$ (24,092)	$ (23,897)	$ (17,476)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Operating activities
Net earnings (loss)	$ (23,056)	$ (19,395)
Adjustments to reconcile net earnings (loss) to operating cash flows:
Depreciation and amortization	14,540	16,331
Provision for deferred income taxes	(12,327)	(25,008)
Asset impairments and other non-cash expenses	1,246	3,311
(Gains) losses on disposal of assets	434	(454)
Investment partnership (gains) losses	23,854	31,589
Distributions from investment partnerships	7,700	9,395
Changes in receivables and inventories	3,008	2,800
Changes in other assets	583	376
Changes in accounts payable and accrued expenses	(21,566)	(2,001)
Net cash provided by (used in) operating activities	(5,584)	16,944
Investing activities
Capital expenditures	(10,400)	(6,244)
Proceeds from property and equipment disposals	2,510	1,004
Return of capital from investment partnership	26,000	0
Investments in investment partnerships	(7,340)	(3,707)
Purchases of investments	(50,140)	(36,889)
Redemptions of fixed maturity securities	41,591	36,122
Net cash provided by (used in) investing activities	2,221	(9,714)
Financing activities
Payments on revolving credit facility	(175)	(162)
Principal payments on long-term debt	(1,650)	(16,650)
Principal payments on direct financing lease obligations	(4,021)	(4,103)
Proceeds from exercise of stock options	49	30
Net cash used in financing activities	(5,797)	(20,885)
Effect of exchange rate changes on cash	(63)	145
Decrease in cash, cash equivalents and restricted cash	(9,223)	(13,510)
Cash, cash equivalents and restricted cash at beginning of year	67,230	75,833
Cash, cash equivalents and restricted cash at end of third quarter	$ 58,007	$ 62,323

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Total
Balance at Dec. 31, 2016	$ 1,071	$ 381,906	$ 515,433	$ (3,584)	$ (362,886)	$ 531,940
Net earnings (loss)			(19,395)			(19,395)
Other comprehensive income, net				1,919		1,919
Adjustment to treasury stock for holdings in investment partnerships		116			(3,292)	(3,176)
Exercise of stock options		(8)			38	30
Balance at Sep. 30, 2017	1,071	382,014	496,038	(1,665)	(366,140)	511,318
Balance at Dec. 31, 2017	1,071	382,014	565,504	(1,404)	(375,857)	571,328
Net earnings (loss)			(23,056)			(23,056)
Adoption of accounting standards			90			90
Other comprehensive income, net				(841)		(841)
Conversion of common stock	67	(67)	(20,826)		20,826
Adjustment to treasury stock for holdings in investment partnerships					(19,152)	(19,152)
Exercise of stock options		(43)			92	49
Balance at Sep. 30, 2018	$ 1,138	$ 381,904	$ 521,712	$ (2,245)	$ (374,091)	$ 528,418

Note 1. Summary of Significant

Note 1. Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Note 1. Summary of Significant Accounting Policies	Description of Business The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. (“Biglari Holdings” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal recurring adjustments. The results for the interim periods shown are not necessarily indicative of results for the entire fiscal year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017. Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including media, property and casualty insurance, and restaurants. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company. The Company’s long-term objective is to maximize per-share intrinsic value. All major operating, investment, and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. As of September 30, 2018, Mr. Biglari’s beneficial ownership was approximately 56.3% of the Company’s outstanding Class A common stock and 54.3% of the Company’s outstanding Class B common stock. Issuance of Dual Class Common Stock On March 5, 2018, the Company entered into an agreement with its predecessor registrant, now known as OBH Inc. (the “Predecessor”), and BH Merger Company, a wholly owned subsidiary of the Company. Pursuant to the agreement, on April 30, 2018, BH Merger Company merged with and into the Predecessor, with the Predecessor continuing as the surviving corporation and a wholly owned subsidiary of the Company. As a result of the April 30, 2018 transaction, the Company has two classes of common stock designated Class A common stock and Class B common stock. A share of Class B common stock has economic rights equivalent to 1/5 th Since May 1, 2018, the shares of the Company’s Class A common stock have traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BH.A,” whereas the Class B common stock trades on the NYSE under the ticker symbol “BH,” which is the former ticker symbol for the Predecessor’s common stock. For accounting purposes, the April 30, 2018 transaction will be treated as a merger of entities under common control. Accordingly, the consolidated financial position and results of operations of the Predecessor will be included in the consolidated financial statements on the same basis as currently presented, except for earnings per share which is impacted by the issuance of the new common shares. The Company has applied the “two-class method” of computing earnings per share as prescribed in ASC 260, “Earnings Per Share.” Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries including Steak n Shake Inc. (“Steak n Shake”), Western Sizzlin Corporation (“Western”), Maxim Inc. (“Maxim”) and First Guard Insurance Company and its agency, 1st Guard Corporation (collectively “First Guard”). Intercompany accounts and transactions have been eliminated in consolidation.

Note 2. New Accounting Standard

Note 2. New Accounting Standards	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Note 2. New Accounting Standards	In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU 2016-02, Leases Leases (Topic 842): Targeted Improvements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The following table summarizes the impact of the adoption of ASC 606 on revenues, operating expenses and net earnings for the third quarter of 2018. As Reported Adjustments Amounts without Statements of Earnings Revenues Restaurant operations Net sales $ 186,368 $ - $ 186,368 Franchise royalties and fees 7,762 2,157 5,605 Other 911 63 848 Selling, general and administrative 32,311 2,425 29,886 Earnings (loss) before income taxes (24,902 ) (205) (24,697) Income tax expense (benefit) (11,199) (51) (11,148) Net earnings (loss) (13,703) (154) (13,549) The following table summarizes the impact of the adoption of ASC 606 on revenues, operating expenses and net earnings for the first nine months of 2018. As Reported Adjustments Amounts without Statements of Earnings Revenues Restaurant operations Net sales $ 563,736 $ - $ 563,736 Franchise royalties and fees 22,637 6,859 15,778 Other 3,196 357 2,839 Selling, general and administrative 97,911 7,388 90,523 Earnings (loss) before income taxes (35,942) (172) (35,770) Income tax expense (benefit) (12,886) (43) (12,843) Net earnings (loss) (23,056) (129) (22,927) The impact of ASC 606 on the Company’s balance sheet as of September 30, 2018 was not material. The cumulative change in retained earnings as of January 1, 2018 was $90. Upon adoption of ASC 606, the Company changed its restaurant operations accounting policies for the recognition of franchise fees, recording of advertising arrangements, and recognition of gift card revenue. See additional revenue disclosures in Note 8 Restaurant Operations Revenues. The adoption of ASC 606 did not have any significant impact on our insurance or media businesses.

Note 3. Earnings Per Share

Note 3. Earnings Per Share	9 Months Ended
	Sep. 30, 2018
Earnings per share
Note 3. Earnings Per Share	Earnings per share of common stock is based on the weighted average number of shares outstanding during the year. The shares of Company stock attributable to our limited partner interest in The Lion Fund, L.P. and The Lion Fund II, L.P. (collectively, the “investment partnerships”) — based on our proportional ownership during this period — are considered treasury stock on the consolidated balance sheet and thereby deemed not to be included in the calculation of weighted average common shares outstanding. However, these shares are legally outstanding. As a result of the transaction on April 30, 2018, the Predecessor’s common stock converted into the right to receive shares of Class A common stock and Class B common stock. The treasury shares outstanding on April 30, 2018, were retired and not converted into Class A and Class B common stock. The following table presents shares authorized, issued and outstanding on September 30, 2018 and December 31, 2017. September 30, 2018 December 31, Class A Class B 2017 Common stock authorized 500,000 10,000,000 2,500,000 Common stock issued 206,864 2,068,640 2,142,202 Treasury stock held by the Company - - (74,589) Outstanding shares 206,864 2,068,640 2,067,613 The issuance of dual class common stock on April 30, 2018 is applied on a retrospective basis for the calculation of earnings per share. Accordingly, earnings per share for the first nine months of 2018 and 2017 are impacted by the issuance of the new common shares. The Company has applied the “two-class method” of computing earnings per share as prescribed in ASC 260, “Earnings Per Share.” On an equivalent Class A common stock basis, there were 620,592 shares outstanding as of September 30, 2018 and 620,284 shares outstanding as of December 31, 2017. For financial reporting purposes, the proportional ownership of the Company’s common stock owned by the investment partnerships is excluded in the earnings per share calculation. After giving effect for the investment partnerships’ proportional ownership of common stock, the equivalent Class A weighted average common shares during the third quarters of 2018 and 2017 were 346,912 and 368,880, respectively. The equivalent Class A weighted average common shares during the first nine months of 2018 and 2017 were 348,678 and 369,363, respectively. Each Class A common share is entitled to one vote. Class B common stock possesses economic rights equal to one-fifth (1/5 th

Note 4. Investments

Note 4. Investments	9 Months Ended
	Sep. 30, 2018
Schedule of Investments [Abstract]
Note 4. Investments	Investments consisted of the following. September 30, 2018 December 31, 2017 Cost $ 27,700 $ 23,216 Gross unrealized gains 90 73 Fair value $ 27,790 $ 23,289

Note 5. Investment Partnerships

Note 5. Investment Partnerships	9 Months Ended
	Sep. 30, 2018
Note 5. Investment Partnerships
Note 5. Investment Partnerships	The Company reports on the limited partnership interests in investment partnerships under the equity method of accounting. We record our proportional share of equity in the investment partnerships but exclude Company common stock held by said partnerships. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though they are legally outstanding. The Company records gains/losses from investment partnerships (inclusive of the investment partnerships’ unrealized gains and losses on their securities) in the consolidated statements of earnings based on our carrying value of these partnerships. The fair value is calculated net of the general partner’s accrued incentive fees. Gains and losses on Company common stock included in the earnings of these partnerships are eliminated because they are recorded as treasury stock. Biglari Capital Corp. (“Biglari Capital”) is the general partner of the investment partnerships and is an entity solely owned by Mr. Biglari. The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest is presented below. Fair Value Company Common Stock Carrying Value Partnership interest at December 31, 2017 $ 925,279 $ 359,258 $ 566,021 Investment partnership gains (losses) (152,261) (128,407) (23,854) Contributions (net of distributions) to investment partnerships (26,360) (26,360) Increase in proportionate share of Company stock held 19,152 (19,152) Partnership interest at September 30, 2018 $ 746,658 $ 250,003 $ 496,655 Fair Value Company Common Stock Carrying Value Partnership interest at December 31, 2016 $ 972,707 $ 395,070 $ 577,637 Investment partnership gains (losses) (149,171) (117,582) (31,589) Contributions (net of distributions) to investment partnerships (5,688) (5,688) Increase in proportionate share of Company stock held 3,176 (3,176) Partnership interest at September 30, 2017 $ 817,848 $ 280,664 $ 537,184 The carrying value of the investment partnerships net of deferred taxes is presented below. September 30, December 31, 2017 Carrying value of investment partnerships $ 496,655 $ 566,021 Deferred tax liability related to investment partnerships (84,370) (95,309) Carrying value of investment partnerships net of deferred taxes $ 412,285 $ 470,712 Company’s proportionate share of Company stock held by investment partnerships at cost is $374,091 and $354,939 at September 30, 2018 and December 31, 2017, respectively, and is recorded as treasury stock. The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock. Fair value is according to our proportional ownership interest of the fair value of investments held by the investment partnerships. The fair value measurement is classified as level 3 within the fair value hierarchy. Gains (losses) from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below. Third Quarter First Nine Months 2018 2017 2018 2017 Gains (losses) on investment partnership $ (19,008) $ (43,859) $ (23,854) $ (31,589) Tax expense (benefit) (6,119) (20,733) (8,163) (16,951) Contribution to net earnings (loss) $ (12,889) $ (23,126) $ (15,691) $ (14,638) On December 31 of each year, the general partner of the investment partnerships will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above a hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The Company did not accrue an incentive fee during the first nine months of 2018 or 2017. Our investments in these partnerships are committed on a rolling 5-year basis. Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below. Equity in Investment Partnerships Lion Fund Lion Fund II Total assets as of September 30, 2018 $ 149,516 $ 903,889 Total liabilities as of September 30, 2018 $ 208 $ 200,832 Revenue for the first nine months of 2018 $ (49,895) $ (122,622) Earnings (loss) for the first nine months of 2018 $ (49,944) $ (129,691) Biglari Holdings’ ownership interest as of September 30, 2018 65.8% 92.2% Total assets as of December 31, 2017 $ 203,560 $ 1,060,737 Total liabilities as of December 31, 2017 $ 157 $ 199,974 Revenue for the first nine months of 2017 $ (47,656) $ (89,110) Earnings (loss) for the first nine months of 2017 . $ (47,703) $ (127,970) Biglari Holdings’ ownership interest as of September 30, 2017 63.9% 93.0% Revenue in the above summarized financial information of the investment partnerships includes investment income and unrealized gains and losses on investments. The investments held by the investment partnerships are largely concentrated in the common stock of one investee, Cracker Barrel Old Country Store, Inc. Transactions with The Lion Fund II, L.P. were as follows Third Quarter First Nine Months 2018 2017 2018 2017 Contributions $ 7,340 $ - $ 7,340 $ 3,707 Return of capital (26,000) - (26,000) - Distributions - (4,380) (7,700) (9,395) $ (18,660) $ (4,380) $ (26,360) $ (5,688)

Note 6. Property and Equipment

Note 6. Property and Equipment	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Note 6. Property and Equipment	Property and equipment is composed of the following. September 30, December 31, 2017 Land $ 150,222 $ 156,506 Buildings 146,675 152,610 Land and leasehold improvements 161,105 162,652 Equipment 201,471 203,145 Construction in progress 1,863 1,782 661,336 676,695 Less accumulated depreciation and amortization (379,731) (380,895) Property and equipment, net $ 281,605 $ 295,800

Note 7. Goodwill and Other Inta

Note 7. Goodwill and Other Intangible Assets	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Note 7. Goodwill and Other Intangible Assets	Goodwill Goodwill consists of the excess of the purchase price over the fair value of the net assets acquired in connection with business acquisitions. A reconciliation of the change in the carrying value of goodwill is as follows. Restaurants Other Total Goodwill at December 31, 2017 $ 28,168 $ 11,913 $ 40,081 Change in foreign exchange rates during the first nine months 2018 (20) - (20) Goodwill at September 30, 2018 $ 28,148 $ 11,913 $ 40,061 We are required to assess goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Goodwill impairment occurs when the estimated fair value of goodwill is less than its carrying value. The valuation methodology and underlying financial information included in our determination of fair value require significant management judgments. We use both market and income approaches to derive fair value. The judgments in these two approaches include, but are not limited to, comparable market multiples, long-term projections of future financial performance, and the selection of appropriate discount rates used to determine the present value of future cash flows. Changes in such estimates or the application of alternative assumptions could produce significantly different results. No impairment charges for goodwill were recorded in the first nine months of 2018 or 2017. Other Intangible Assets Other intangible assets are composed of the following. September 30, 2018 December 31, 2017 Gross carrying amount Accumulated amortization Total Gross carrying amount Accumulated amortization Total Franchise agreement $ 5,310 $ (4,514 ) $ 796 $ 5,310 $ (4,116 ) $ 1,194 Other 810 (767 ) 43 810 (743 ) 67 Total 6,120 (5,281 ) 839 6,120 (4,859 ) 1,261 Intangible assets with indefinite lives: Trade names 15,876 — 15,876 15,876 — 15,876 Other assets with indefinite lives 11,528 — 11,528 9,427 — 9,427 Total intangible assets $ 33,524 $ (5,281 ) $ 28,243 $ 31,423 $ (4,859 ) $ 26,564 Intangible assets subject to amortization consist of franchise agreements connected with the purchase of Western as well as rights to favorable leases related to prior acquisitions. These intangible assets are being amortized over their estimated weighted average of useful lives ranging from eight to twelve years. Amortization expense for the first nine months of 2018 and 2017 was $422 and $426, respectively. The Company’s intangible assets with definite lives will fully amortize in 2020. Total annual amortization expense for 2019 is expected to be approximately $500. Intangible assets with indefinite lives consist of trade names, franchise rights as well as lease rights. During the first nine months of 2018, the Company purchased lease rights totaling $2,556.

Note 8. Restaurant Operations R

Note 8. Restaurant Operations Revenues	9 Months Ended
	Sep. 30, 2018
Note 8. Restaurant Operations Revenues
Note 8. Restaurant Operations Revenues	Restaurant operations revenues were as follows. Third Quarter First Nine Months 2018 2017 2018 2017 Net sales $ 186,368 $ 199,980 $ 563,736 $ 587,532 Franchise royalties and fees 7,762 5,125 22,637 16,030 Other 911 967 3,196 3,071 $ 195,041 $ 206,072 $ 589,569 $ 606,633 In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers. The only Company segment that was affected significantly by ASC 606 was restaurants. The Company’s accounting policies and practices related to restaurant operations revenues consist of the following under ASC 606. Net sales Net sales were composed of retail sales of food through Company-owned stores. Company-owned store revenues are recognized when control of the food items are transferred to our customers at the point of sale. Sales taxes related to these sales are collected from customers and remitted to the appropriate taxing authority and are not reflected in the Company’s consolidated statements of income as revenue. Franchise royalties and fees Franchise royalties and fees are composed of royalties and fees from Steak n Shake and Western Sizzlin franchisees. Royalty revenues are based on a percentage of franchise sales and are recognized when the retail food items are purchased by franchise customers. Initial franchise fees received are deferred when amounts are received and recognized as revenue on a straight-line basis over the term of each respective franchise agreement, which is typically 20 years. This represents a change in methodology under the adoption of ASC 606 for we have historically recognized initial franchise fees upon the opening of a franchise restaurant. During the quarter ended September 30, 2018 and the first nine months of 2018, restaurant operations recognized $632 and $1,719, respectively, in revenue related to initial franchise fees. As of September 30, 2018 and January 1, 2018, restaurant operations had deferred revenue related to franchise fees of $10,075 and $10,581, respectively. Restaurant operations expects to recognize approximately $134 of deferred revenue during the remainder of 2018, approximately $579 in 2019 and the balance in the years 2020 through 2038. Our advertising arrangements with franchisees are reported in franchise royalties and fees. This represents a change in methodology under the adoption of ASC 606 as we have historically reported advertising funds from the franchisees as an offset to marketing expense in our consolidated statement of earnings. During the quarter ended September 30, 2018 and the first nine months of 2018, restaurant operations recognized $2,389 and $7,235, respectively, in revenue related to franchisee advertising fees. As of September 30, 2018 and January 1, 2018, restaurant operations had deferred revenue related to franchisee advertising fees of $2,511 and $2,064, respectively. Restaurant operations expects to recognize approximately $502 of deferred revenue during the remainder of 2018 and the balance in 2019. Gift card revenue Restaurant operations sells gift cards to customers which can be redeemed for retail food sales within our stores. Gift cards are recorded as deferred revenue when issued and are subsequently recorded as net sales upon redemption. Restaurant operations estimates breakage related to gift cards when the likelihood of redemption is remote. This estimate utilizes historical trends based on the vintage of the gift card. Breakage on gift cards is recorded as other revenue in proportion to the rate of gift card redemptions by vintage. This represents a change in the methodology under the adoption of ASC 606 used to estimate breakage as we have historically recognized breakage for the portion of the gift card balances that remained outstanding following 48 months of issuance. For the quarter ended September 30, 2018 and the first nine months of 2018, restaurant operations recognized $5,747 and $21,405, respectively, of revenue from gift card redemptions. As of September 30, 2018 and January 1, 2018, restaurant operations had deferred revenue related to unredeemed gift cards of $15,111 and $20,968, respectively. The Company expects to recognize approximately $3,597 of deferred revenue during the remainder of 2018, approximately $8,246 in 2019, and the balance in the years 2020 through 2022.

Note 9. Accounts Payable and Ac

Note 9. Accounts Payable and Accrued Expenses	9 Months Ended
	Sep. 30, 2018
Payables and Accruals [Abstract]
Note 9. Accounts Payable and Accrued Expenses	Accounts payable and accrued expenses include the following. September 30, 2018 December 31, 2017 Accounts payable $ 35,597 $ 40,616 Gift card liability 15,112 27,436 Salaries, wages, and vacation 10,829 22,875 Taxes payable 11,756 10,571 Workers' compensation and other self-insurance accruals 10,074 9,047 Deferred revenue 14,463 9,522 Other 9,592 8,677 Accounts payable and accrued expenses $ 107,423 $ 128,744

Note 10. Notes Payable and Othe

Note 10. Notes Payable and Other Borrowings	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Note 10. Notes Payable and Other Borrowings	Notes payable and other borrowings include the following. Current portion of notes payable and other borrowings September 30, December 31, 2017 Notes payable $ 2,200 $ 2,200 Unamortized original issue discount (331 ) (321 ) Unamortized debt issuance costs (603 ) (585 ) Obligations under leases 4,792 5,279 Western revolver — 175 Total current portion of notes payable and other borrowings $ 6,058 $ 6,748 Long-term notes payable and other borrowings Notes payable $ 182,048 $ 183,698 Unamortized original issue discount (522 ) (772 ) Unamortized debt issuance costs (951 ) (1,405 ) Obligations under leases 64,808 75,473 Total long-term notes payable and other borrowings $ 245,383 $ 256,994 Steak n Shake Credit Facility On March 19, 2014, Steak n Shake and its subsidiaries entered into a credit agreement which provided for a senior secured term loan facility in an aggregate principal amount of $220,000 and a senior secured revolving credit facility in an aggregate principal amount of up to $30,000. On October 27, 2017, Steak n Shake determined to end the use of its senior secured revolving credit facility. Steak n Shake has used cash deposits to satisfy required collateral for casualty insurance previously collateralized by letters of credit issued through the revolving credit facility. The deposits are recorded in other assets as restricted cash in the consolidated balance sheets. The term loan is scheduled to mature on March 19, 2021. It amortizes at an annual rate of 1.0% in equal quarterly installments, beginning June 30, 2014, at 0.25% of the original principal amount of the term loan, subject to mandatory prepayments from excess cash flow, asset sales and other events described in the credit agreement. The balance will be due at maturity. Steak n Shake has the right to request an incremental term loan facility from participating lenders and/or eligible assignees at any time, up to an aggregate total principal amount not to exceed $70,000 if certain customary conditions within the credit agreement are met. The interest rate on the term loan was 6.00% as of September 30, 2018. The credit agreement includes customary affirmative and negative covenants and events of default. Steak n Shake’s credit facility contains restrictions on its ability to pay dividends to Biglari Holdings. The term loan is secured by first priority security interests in substantially all the assets of Steak n Shake. Biglari Holdings is not a guarantor under the credit facility. As of September 30, 2018, $184,248 was outstanding under the term loan. Western Revolver As of September 30, 2018, no amount was outstanding under the Western revolver.

Note 11. Accumulated Other Comp

Note 11. Accumulated Other Comprehensive Income	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Note 11. Accumulated Other Comprehensive Income	During the first nine months of 2018 and 2017, the changes in the balances of each component of accumulated other comprehensive income, net of tax, were as follows. Nine months ended September 30, 2018 Nine months ended September 30, 2017 Foreign currency translation adjustments Accumulated other comprehensive income (loss) Foreign currency translation adjustments Accumulated Beginning Balance $ (1,462 ) $ 58 $ (1,404 ) $ (3,447 ) $ (137 ) $ (3,584 ) Other comprehensive income (loss) before reclassifications — — — — 169 169 Reclassification to (earnings) loss — (58 ) (58 ) — — — Foreign currency translation (783 ) (783 ) 1,750 1,750 Ending Balance $ (2,245 ) $ — $ (2,245 ) $ (1,697 ) $ 32 $ (1,665 ) During the third quarters of 2018 and 2017, the changes in the balances of each component of accumulated other comprehensive income, net of tax, were as follows. Third Quarter 2018 Third Quarter 2017 Foreign currency translation adjustments Accumulated other comprehensive income (loss) Foreign currency translation adjustments Accumulated Beginning Balance $ (2,107 ) $ — $ (2,107 ) $ (2,259 ) $ (14 ) $ (2,273 ) Other comprehensive income (loss) before reclassifications — — — — 46 46 Reclassification to (earnings) loss — — — — — — Foreign currency translation (138 ) (138 ) 562 562 Ending Balance $ (2,245 ) $ — $ (2,245 ) $ (1,697 ) $ 32 $ (1,665 ) Reclassifications made from accumulated other comprehensive income to the consolidated statement of earnings during the first nine months of 2018 was $58; there were no reclassifications from accumulated other comprehensive income to earnings during the third quarters of 2018 and 2017, and first nine months of 2017.

Note 12. Income Taxes

Note 12. Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Note 12. Income Taxes	In determining the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate based on expected annual income, statutory tax rates, and available tax planning opportunities in the various jurisdictions in which the Company operates. Unusual or infrequently occurring items are separately recognized during the quarter in which they occur. Income tax benefit for the third quarter of 2018 was $11,199 compared to $25,226 for the third quarter of 2017. Income tax benefit for the first nine months of 2018 was $12,886 compared to $21,085 for the first nine months of 2017. The Tax Cuts and Jobs Act was signed into law on December 22, 2017. The U.S. corporate federal statutory income tax rate was reduced from 35.0% to 21.0% for tax years beginning in 2018. The variance in income taxes between 2018 and 2017 is attributable to the reduced corporate tax rate and taxes on income and losses generated by the investment partnerships. As of September 30, 2018 and December 31, 2017, we had approximately $336 and $357, respectively, of unrecognized tax benefits, which are included in other liabilities in the consolidated balance sheets.

Note 13. Commitments and Contin

Note 13. Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Note 13. Commitments and Contingencies	We are involved in various legal proceedings and have certain unresolved claims pending. We believe, based on examination of these matters and experiences to date, that the ultimate liability, if any, in excess of amounts already provided in our consolidated financial statements is not likely to have a material effect on our results of operations, financial position or cash flows. On January 29, 2018, a shareholder of the Company filed a purported class action complaint against the Company and the members of our Board of Directors in the Superior Court of Hamilton County, Indiana. The shareholder generally alleges claims of breach of fiduciary duty by the members of our Board of Directors and unjust enrichment to Mr. Biglari as a result of the issuance of dual class common stock. On March 26, 2018, a shareholder of the Company filed a purported class action complaint against the Company and the members of our Board of Directors in the Superior Court of Hamilton County, Indiana. This shareholder generally alleges claims of breach of fiduciary duty by the members of our Board of Directors. This shareholder sought to enjoin the shareholder vote on April 26, 2018 to approve the issuance of dual class common stock. On April 16, 2018, the shareholders withdrew their motions to enjoin the shareholder vote on April 26, 2018. On May 17, 2018, the shareholders who filed the January 29, 2018 complaint and the March 26, 2018 complaint filed a new, consolidated complaint against the Company and the members of our Board of Directors in the Superior Court of Hamilton County, Indiana. The shareholders generally allege claims of breach of fiduciary duty by the members of our Board of Directors and unjust enrichment to Mr. Biglari arising out of the recent recapitalization of Biglari Holdings Inc. and the related issuance of dual class common stock. The shareholders seek, for themselves and on behalf of all other shareholders as a class (other than the individual defendants and those related to or affiliated with them), to seek a declaration that the defendants breached their duty to the shareholders and the class, and to recover unspecified damages, pre-judgment and post-judgment interest, and an award of their attorneys’ fees and other costs. The Company believes the claims in each case are without merit and intends to defend these cases vigorously.

Note 14. Fair Value of Financia

Note 14. Fair Value of Financial Assets	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Note 14. Fair Value of Financial Assets	The fair values of substantially all of our financial instruments were measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the fair values presented are not necessarily indicative of the amounts that could be realized in an actual current market exchange. The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below. · Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. · Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector. · Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities. The following methods and assumptions were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance sheet: Cash equivalents: Equity securities: Bonds: Non-qualified deferred compensation plan investments: Derivative instruments: As of September 30, 2018 and December 31, 2017, the fair values of financial assets were as follows. September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 5,592 $ — $ — $ 5,592 $ 5,785 $ — $ — $ 5,785 Equity securities: Consumer goods 6,351 — — 6,351 2,445 — — 2,445 Bonds — 30,420 — 30,420 — 25,901 — 25,901 Options on equity securities — 2,212 — 2,212 — 2,018 — 2,018 Non-qualified deferred compensation plan investments 2,901 — — 2,901 3,459 — — 3,459 Total assets at fair value $ 14,844 $ 32,632 $ — $ 47,476 $ 11,689 $ 27,919 $ — $ 39,608 There were no changes in our valuation techniques used to measure fair values on a recurring basis.

Note 15. Related Party Transact

Note 15. Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Note 15. Related Party Transactions	Services Agreement On September 15, 2017, the Company entered into a services agreement with Biglari Enterprises LLC and Biglari Capital (collectively, the “Biglari Entities”). The Biglari Entities are owned by Mr. Biglari. The services agreement replaces the shared services agreement between the Company and Biglari Capital dated July 1, 2013. The services agreement was executed in connection with a review of the relationships and transactions between the Company and Biglari Capital. After careful consideration, including an assessment by a public accounting firm of administrative-related costs incurred by the Company in connection with its investments, the Company’s Governance, Compensation and Nominating Committee, comprised solely of independent board members, approved the services agreement. Under the terms of the services agreement, the Company will no longer provide business and administrative related services to Biglari Capital. Instead, the Biglari Entities will assume the responsibility to provide the services and the Company will pay a fixed fee to the Biglari Entities. The services agreement has a five-year term, effective on October 1, 2017. The fixed fee is $700 per month for the first year with adjustments in years two through five. The services agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital by the Company. Incentive Agreement Amendment During 2013, Biglari Holdings and Mr. Biglari entered into an amendment to the Incentive Agreement to exclude earnings by the investment partnerships from the calculation of Mr. Biglari’s incentive bonus. Under the Amended and Restated Incentive Agreement Mr. Biglari would receive a payment of approximately $13,000 if an event occurred entitling him to a severance payment. License Agreement On January 11, 2013, the Company entered into a Trademark License Agreement (the “License Agreement”) with Mr. Biglari. The License Agreement was unanimously approved by the Governance, Nominating and Compensation Committee (comprised of independent members of the Company’s Board of Directors). In addition, the license under the License Agreement is provided on a royalty-free basis in the absence of specified extraordinary events described below. Accordingly, the Company and its subsidiaries have paid no royalties to Mr. Biglari under the License Agreement since its inception. Under the License Agreement, Mr. Biglari granted to the Company an exclusive license to use the Biglari and Biglari Holdings names (the “Licensed Marks”) in association with various products and services (collectively the “Products and Services”). Upon (a) the expiration of twenty years from the date of the License Agreement (subject to extension as provided in the License Agreement), (b) Mr. Biglari’s death, (c) the termination of Mr. Biglari’s employment by the Company for Cause (as defined in the License Agreement), or (d) Mr. Biglari’s resignation from his employment with the Company absent an Involuntary Termination Event (as defined in the License Agreement), the Licensed Marks for the Products and Services will transfer from Mr. Biglari to the Company, without any compensation, if the Company is continuing to use the Licensed Marks in the ordinary course of its business. Otherwise, the rights will revert to Mr. Biglari. If (i) a Change of Control (as defined in the License Agreement) of the Company; (ii) the termination of Mr. Biglari’s employment by the Company without Cause; or (iii) Mr. Biglari’s resignation from his employment with the Company due to an Involuntary Termination Event (each, a “Triggering Event”) were to occur, Mr. Biglari would be entitled to receive a 2.5% royalty on “Revenues” with respect to the “Royalty Period.” The royalty payment to Mr. Biglari would not apply to all revenues received by Biglari Holdings and its subsidiaries nor would it apply retrospectively ( i.e. “Revenues” means all revenues received, on an accrual basis under GAAP, by the Company, its subsidiaries and affiliates from the following: (1) all Products and Services covered by the License Agreement bearing or associated with the names Biglari and Biglari Holdings at any time (whether prior to or after a Triggering Event). This category would include, without limitation, the use of Biglari or Biglari Holdings in the public name of a business providing any covered Product or Service; and (2) all covered Products, Services and businesses that the Company has specifically identified, prior to a Triggering Event, will bear, use or be associated with the name Biglari or Biglari Holdings. The Governance, Nominating and Compensation Committee unanimously approved the association of the Biglari name and mark with all of Steak n Shake’s restaurants (including Company operated and franchised locations), products and brands. On May 14, 2013, the Company, Steak n Shake, LLC and Steak n Shake Enterprises, Inc. entered into a Trademark Sublicense Agreement in connection therewith. Accordingly, revenues received by the Company, its subsidiaries and affiliates from Steak n Shake’s restaurants, products and brands would come within the definition of Revenues for purposes of the License Agreement. The “Royalty Period” is a defined period of time, after the Triggering Event, calculated as follows: (i) if, following three months after a Triggering Event, the Company or any of its subsidiaries or affiliates continues to use the Biglari or Biglari Holdings name in connection with any covered product or service, or continues to use Biglari as part of its corporate or public company name, then the Royalty Period will equal (a) the period of time during which the Company or any of its subsidiaries or affiliates continues any such use, plus (b) a period of time after the Company, its subsidiaries and affiliates have ceased all uses of the names Biglari and Biglari Holdings equal to the length of the term of the License Agreement prior to the Triggering Event, plus three years. As an example, if a Triggering Event occurs five years after the date of the License Agreement, and the Company ceases all uses of the Biglari and Biglari Holdings names two years after the Triggering Event, the Royalty Period will equal a total of ten years (the sum of two years after the Triggering Event during which the Biglari and Biglari Holdings names are being used, plus a period of time equal to the five years prior to the Triggering Event, plus three years); or (ii) if the Company, its subsidiaries and affiliates cease all uses of the Biglari and Biglari Holdings names within three months after a Triggering Event, then the Royalty Period will equal the length of the term of the License Agreement prior to the Triggering Event, plus three years. As an example, if a Triggering Event occurs five years after the date of the License Agreement, and the Company ceases all uses of the Biglari and Biglari Holdings names two months after the Triggering Event, the Royalty Period will equal a total of eight years (the sum of the period of time equal to the five years prior to the Triggering Event, plus three years). Notwithstanding the above methods of determining the Royalty Period, the minimum Royalty Period is five years after a Triggering Event. The actual amount of royalties paid to Mr. Biglari following the occurrence of a Triggering Event (as defined in the License Agreement) would depend on the Company’s revenues during the applicable period following the Triggering Event, and, therefore, depends on material assumptions and estimates regarding future operations and revenues. Assuming for purposes of illustration a Triggering Event occurred on December 31, 2017, using revenue from 2017 as an estimate of future revenue and calculated according to terms of the License Agreement, Mr. Biglari would receive approximately $20,000 in royalty payments annually. At a minimum, the royalties would be earned on revenue generated from January 1, 2018 through December 21, 2024. Royalty payments beyond the minimum period would be subject to the licensee's continued use of the licensed marks.

Note 16. Business Segment Repor

Note 16. Business Segment Reporting	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Note 16. Business Segment Reporting	Our reportable business segments are organized in a manner that reflects how management views those business activities. Our restaurant operations includes Steak n Shake and Western. The Company also reports segment information for First Guard and Maxim. Other business activities not specifically identified with reportable business segments are presented in “other” within total operating businesses. We report our earnings from investment partnerships separate from our corporate expenses. We assess and measure segment operating results based on segment earnings as disclosed below. Segment earnings from operations are neither necessarily indicative of cash available to fund cash requirements, nor synonymous with cash flow from operations. The tabular information that follows shows data of our reportable segments reconciled to amounts reflected in the consolidated financial statements. Revenue for the third quarters and first nine months of 2018 and 2017 were as follows. Revenue Third Quarter First Nine Months 2018 2017 2018 2017 Operating Businesses: Restaurant Operations: Steak n Shake $ 191,240 $ 202,001 $ 578,111 $ 596,026 Western 3,801 4,071 11,458 10,607 Total Restaurant Operations 195,041 206,072 589,569 606,633 First Guard 7,038 6,285 20,330 18,548 Maxim 1,503 1,877 4,647 5,400 $ 203,582 $ 214,234 $ 614,546 $ 630,581 Earnings (losses) before income taxes for the third quarters and first nine months of 2018 and 2017 were as follows. Earnings (Losses) Before Income Taxes Third Quarter First Nine Months 2018 2017 2018 2017 Operating Businesses: Restaurant Operations: Steak n Shake $ (3,172 ) $ (3,283 ) $ (1,505 ) $ 1,038 Western 516 479 1,564 1,514 Total Restaurant Operations (2,656 ) (2,804 ) 59 2,552 First Guard 1,813 834 4,624 3,135 Maxim 111 45 (90 ) (487 ) Other 171 174 474 515 Total Operating Businesses (561 ) (1,751 ) 5,067 5,715 Corporate and Investments: Corporate (2,366 ) (1,600 ) (8,536 ) (6,285 ) Investment partnership gains (losses) (19,008 ) (43,859 ) (23,854 ) (31,589 ) Total Corporate and Investments (21,374 ) (45,459 ) (32,390 ) (37,874 ) Interest expense on notes payable and other borrowings (2,967 ) (2,716 ) (8,619 ) (8,321 ) $ (24,902 ) $ (49,926 ) $ (35,942 ) $ (40,480 )

Note 1. Summary of Significan_2

Note 1. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Description of Business	The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. (“Biglari Holdings” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In our opinion, all adjustments considered necessary to present fairly the results of the interim periods have been included and consist only of normal recurring adjustments. The results for the interim periods shown are not necessarily indicative of results for the entire fiscal year. The financial statements contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2017. Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including media, property and casualty insurance, and restaurants. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company. The Company’s long-term objective is to maximize per-share intrinsic value. All major operating, investment, and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. As of September 30, 2018, Mr. Biglari’s beneficial ownership was approximately 56.3% of the Company’s outstanding Class A common stock and 54.3% of the Company’s outstanding Class B common stock.
Issuance of Dual Class Common Stock	On March 5, 2018, the Company entered into an agreement with its predecessor registrant, now known as OBH Inc. (the “Predecessor”), and BH Merger Company, a wholly owned subsidiary of the Company. Pursuant to the agreement, on April 30, 2018, BH Merger Company merged with and into the Predecessor, with the Predecessor continuing as the surviving corporation and a wholly owned subsidiary of the Company. As a result of the April 30, 2018 transaction, the Company has two classes of common stock designated Class A common stock and Class B common stock. A share of Class B common stock has economic rights equivalent to 1/5 th Since May 1, 2018, the shares of the Company’s Class A common stock have traded on the New York Stock Exchange (“NYSE”) under the ticker symbol “BH.A,” whereas the Class B common stock trades on the NYSE under the ticker symbol “BH,” which is the former ticker symbol for the Predecessor’s common stock. For accounting purposes, the April 30, 2018 transaction will be treated as a merger of entities under common control. Accordingly, the consolidated financial position and results of operations of the Predecessor will be included in the consolidated financial statements on the same basis as currently presented, except for earnings per share which is impacted by the issuance of the new common shares. The Company has applied the “two-class method” of computing earnings per share as prescribed in ASC 260, “Earnings Per Share.”
Principles of Consolidation	The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries including Steak n Shake Inc. (“Steak n Shake”), Western Sizzlin Corporation (“Western”), Maxim Inc. (“Maxim”) and First Guard Insurance Company and its agency, 1st Guard Corporation (collectively “First Guard”). Intercompany accounts and transactions have been eliminated in consolidation.

Note 2. New Accounting Standa_2

Note 2. New Accounting Standards (Tables)	9 Months Ended
	Sep. 30, 2018
Note 2.New Accounting Standards Tables Abstract
Impact of new accounting pronouncements	As Reported Adjustments Amounts without Statements of Earnings Revenues Restaurant operations Net sales $ 186,368 $ - $ 186,368 Franchise royalties and fees 7,762 2,157 5,605 Other 911 63 848 Selling, general and administrative 32,311 2,425 29,886 Earnings (loss) before income taxes (24,902 ) (205) (24,697) Income tax expense (benefit) (11,199) (51) (11,148) Net earnings (loss) (13,703) (154) (13,549) As Reported Adjustments Amounts without Statements of Earnings Revenues Restaurant operations Net sales $ 563,736 $ - $ 563,736 Franchise royalties and fees 22,637 6,859 15,778 Other 3,196 357 2,839 Selling, general and administrative 97,911 7,388 90,523 Earnings (loss) before income taxes (35,942) (172) (35,770) Income tax expense (benefit) (12,886) (43) (12,843) Net earnings (loss) (23,056) (129) (22,927)

Note 3. Earnings Per Share (Tab

Note 3. Earnings Per Share (Tables)	9 Months Ended
	Sep. 30, 2018
Earnings per share
Summary of outstanding shares	September 30, 2018 December 31, Class A Class B 2017 Common stock authorized 500,000 10,000,000 2,500,000 Common stock issued 206,864 2,068,640 2,142,202 Treasury stock held by the Company - - (74,589) Outstanding shares 206,864 2,068,640 2,067,613

Note 4. Investments (Tables)

Note 4. Investments (Tables)	9 Months Ended
	Sep. 30, 2018
Schedule of Investments [Abstract]
Schedule of fair value of Investments	September 30, 2018 December 31, 2017 Cost $ 27,700 $ 23,216 Gross unrealized gains 90 73 Fair value $ 27,790 $ 23,289

Note 5. Investment Partnershi_2

Note 5. Investment Partnerships (Tables)	9 Months Ended
	Sep. 30, 2018
Note 5. Investment Partnerships
Fair value and carrying value of our partnership interest	Fair Value Company Common Stock Carrying Value Partnership interest at December 31, 2017 $ 925,279 $ 359,258 $ 566,021 Investment partnership gains (losses) (152,261) (128,407) (23,854) Contributions (net of distributions) to investment partnerships (26,360) (26,360) Increase in proportionate share of Company stock held 19,152 (19,152) Partnership interest at September 30, 2018 $ 746,658 $ 250,003 $ 496,655 Fair Value Company Common Stock Carrying Value Partnership interest at December 31, 2016 $ 972,707 $ 395,070 $ 577,637 Investment partnership gains (losses) (149,171) (117,582) (31,589) Contributions (net of distributions) to investment partnerships (5,688) (5,688) Increase in proportionate share of Company stock held 3,176 (3,176) Partnership interest at September 30, 2017 $ 817,848 $ 280,664 $ 537,184
Carrying value of investment partnerships net of deferred taxes	September 30, December 31, 2017 Carrying value of investment partnerships $ 496,655 $ 566,021 Deferred tax liability related to investment partnerships (84,370) (95,309) Carrying value of investment partnerships net of deferred taxes $ 412,285 $ 470,712
Gains (loss) from investment partnerships	Third Quarter First Nine Months 2018 2017 2018 2017 Gains (losses) on investment partnership $ (19,008) $ (43,859) $ (23,854) $ (31,589) Tax expense (benefit) (6,119) (20,733) (8,163) (16,951) Contribution to net earnings (loss) $ (12,889) $ (23,126) $ (15,691) $ (14,638)
Summarized financial information for Equity in Investment Partnerships	Equity in Investment Partnerships Lion Fund Lion Fund II Total assets as of September 30, 2018 $ 149,516 $ 903,889 Total liabilities as of September 30, 2018 $ 208 $ 200,832 Revenue for the first nine months of 2018 $ (49,895) $ (122,622) Earnings (loss) for the first nine months of 2018 $ (49,944) $ (129,691) Biglari Holdings’ ownership interest as of September 30, 2018 65.8% 92.2% Total assets as of December 31, 2017 $ 203,560 $ 1,060,737 Total liabilities as of December 31, 2017 $ 157 $ 199,974 Revenue for the first nine months of 2017 $ (47,656) $ (89,110) Earnings (loss) for the first nine months of 2017 . $ (47,703) $ (127,970) Biglari Holdings’ ownership interest as of September 30, 2017 63.9% 93.0%
Contributions to and distributions from the investment partnerships	Third Quarter First Nine Months 2018 2017 2018 2017 Contributions $ 7,340 $ - $ 7,340 $ 3,707 Return of capital (26,000) - (26,000) - Distributions - (4,380) (7,700) (9,395) $ (18,660) $ (4,380) $ (26,360) $ (5,688)

Note 6. Property and Equipment

Note 6. Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property, Plant and Equipment	September 30, December 31, 2017 Land $ 150,222 $ 156,506 Buildings 146,675 152,610 Land and leasehold improvements 161,105 162,652 Equipment 201,471 203,145 Construction in progress 1,863 1,782 661,336 676,695 Less accumulated depreciation and amortization (379,731) (380,895) Property and equipment, net $ 281,605 $ 295,800

Note 7. Goodwill and Other In_2

Note 7. Goodwill and Other Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Goodwill	Restaurants Other Total Goodwill at December 31, 2017 $ 28,168 $ 11,913 $ 40,081 Change in foreign exchange rates during the first nine months 2018 (20) - (20) Goodwill at September 30, 2018 $ 28,148 $ 11,913 $ 40,061
Schedule of Other Intangible Assets	September 30, 2018 December 31, 2017 Gross carrying amount Accumulated amortization Total Gross carrying amount Accumulated amortization Total Franchise agreement $ 5,310 $ (4,514 ) $ 796 $ 5,310 $ (4,116 ) $ 1,194 Other 810 (767 ) 43 810 (743 ) 67 Total 6,120 (5,281 ) 839 6,120 (4,859 ) 1,261 Intangible assets with indefinite lives: Trade names 15,876 — 15,876 15,876 — 15,876 Other assets with indefinite lives 11,528 — 11,528 9,427 — 9,427 Total intangible assets $ 33,524 $ (5,281 ) $ 28,243 $ 31,423 $ (4,859 ) $ 26,564

Note 8. Restaurant Operations_2

Note 8. Restaurant Operations Revenues (Tables)	9 Months Ended
	Sep. 30, 2018
Note 8. Restaurant Operations Revenues
Summary of restaurant operations revenues	Third Quarter First Nine Months 2018 2017 2018 2017 Net sales $ 186,368 $ 199,980 $ 563,736 $ 587,532 Franchise royalties and fees 7,762 5,125 22,637 16,030 Other 911 967 3,196 3,071 $ 195,041 $ 206,072 $ 589,569 $ 606,633

Note 9. Accounts Payable And _2

Note 9. Accounts Payable And Accrued Expenses (Tables)	9 Months Ended
	Sep. 30, 2018
Note 9. Accounts Payable And Accrued Expenses
Schedule of Accounts Payable and Accrued Expenses	September 30, 2018 December 31, 2017 Accounts payable $ 35,597 $ 40,616 Gift card liability 15,112 27,436 Salaries, wages, and vacation 10,829 22,875 Taxes payable 11,756 10,571 Workers' compensation and other self-insurance accruals 10,074 9,047 Deferred revenue 14,463 9,522 Other 9,592 8,677 Accounts payable and accrued expenses $ 107,423 $ 128,744

Note 10. Notes Payable and Ot_2

Note 10. Notes Payable and Other Borrowings (Tables)	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
Schedule of notes payable and other borrowings	Current portion of notes payable and other borrowings September 30, 2018 December 31, 2017 Notes payable $ 2,200 $ 2,200 Unamortized original issue discount (331 ) (321 ) Unamortized debt issuance costs (603 ) (585 ) Obligations under leases 4,792 5,279 Western revolver — 175 Total current portion of notes payable and other borrowings $ 6,058 $ 6,748 Long-term notes payable and other borrowings Notes payable $ 182,048 $ 183,698 Unamortized original issue discount (522 ) (772 ) Unamortized debt issuance costs (951 ) (1,405 ) Obligations under leases 64,808 75,473 Total long-term notes payable and other borrowings $ 245,383 $ 256,994

Note 11. Accumulated Other Co_2

Note 11. Accumulated Other Comprehensive Income (Tables)	9 Months Ended
	Sep. 30, 2018
Equity [Abstract]
Component of accumulated other comprehensive income	Nine months ended September 30, 2018 Nine months ended September 30, 2017 Foreign currency translation adjustments Accumulated other comprehensive income (loss) Foreign currency translation adjustments Accumulated Beginning Balance $ (1,462 ) $ 58 $ (1,404 ) $ (3,447 ) $ (137 ) $ (3,584 ) Other comprehensive income (loss) before reclassifications — — — — 169 169 Reclassification to (earnings) loss — (58 ) (58 ) — — — Foreign currency translation (783 ) (783 ) 1,750 1,750 Ending Balance $ (2,245 ) $ — $ (2,245 ) $ (1,697 ) $ 32 $ (1,665 ) Third Quarter 2018 Third Quarter 2017 Foreign currency translation adjustments Accumulated other comprehensive income (loss) Foreign currency translation adjustments Accumulated Beginning Balance $ (2,107 ) $ — $ (2,107 ) $ (2,259 ) $ (14 ) $ (2,273 ) Other comprehensive income (loss) before reclassifications — — — — 46 46 Reclassification to (earnings) loss — — — — — — Foreign currency translation (138 ) (138 ) 562 562 Ending Balance $ (2,245 ) $ — $ (2,245 ) $ (1,697 ) $ 32 $ (1,665 )

Note 14. Fair Value of Financ_2

Note 14. Fair Value of Financial Assets (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Schedule Of Fair Value Assets	September 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 5,592 $ — $ — $ 5,592 $ 5,785 $ — $ — $ 5,785 Equity securities: Consumer goods 6,351 — — 6,351 2,445 — — 2,445 Bonds — 30,420 — 30,420 — 25,901 — 25,901 Options on equity securities — 2,212 — 2,212 — 2,018 — 2,018 Non-qualified deferred compensation plan investments 2,901 — — 2,901 3,459 — — 3,459 Total assets at fair value $ 14,844 $ 32,632 $ — $ 47,476 $ 11,689 $ 27,919 $ — $ 39,608

Note 16. Business Segment Rep_2

Note 16. Business Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting [Abstract]
Schedule of revenue by segment	Revenue Third Quarter First Nine Months 2018 2017 2018 2017 Operating Businesses: Restaurant Operations: Steak n Shake $ 191,240 $ 202,001 $ 578,111 $ 596,026 Western 3,801 4,071 11,458 10,607 Total Restaurant Operations 195,041 206,072 589,569 606,633 First Guard 7,038 6,285 20,330 18,548 Maxim 1,503 1,877 4,647 5,400 $ 203,582 $ 214,234 $ 614,546 $ 630,581
Schedule of earnings (losses) before income taxes by segment	Earnings (Losses) Before Income Taxes Third Quarter First Nine Months 2018 2017 2018 2017 Operating Businesses: Restaurant Operations: Steak n Shake $ (3,172 ) $ (3,283 ) $ (1,505 ) $ 1,038 Western 516 479 1,564 1,514 Total Restaurant Operations (2,656 ) (2,804 ) 59 2,552 First Guard 1,813 834 4,624 3,135 Maxim 111 45 (90 ) (487 ) Other 171 174 474 515 Total Operating Businesses (561 ) (1,751 ) 5,067 5,715 Corporate and Investments: Corporate (2,366 ) (1,600 ) (8,536 ) (6,285 ) Investment partnership gains (losses) (19,008 ) (43,859 ) (23,854 ) (31,589 ) Total Corporate and Investments (21,374 ) (45,459 ) (32,390 ) (37,874 ) Interest expense on notes payable and other borrowings (2,967 ) (2,716 ) (8,619 ) (8,321 ) $ (24,902 ) $ (49,926 ) $ (35,942 ) $ (40,480 )

Note 2. New Accounting Standa_3

Note 2. New Accounting Standards (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenues
Restaurant operations franchise royalties and fees	$ 7,762	$ 5,125	$ 22,637	$ 16,030
Restaurant operations other	911	967	3,196	3,071
Selling, general and administrative	32,311	32,480	97,911	93,621
Earnings (loss) before income taxes	(24,902)	(49,926)	(35,942)	(40,480)
Income tax expense (benefit)	(11,199)	(25,226)	(12,886)	(21,085)
Net earnings (loss)	(13,703)	$ (24,700)	(23,056)	$ (19,395)
As Reported
Revenues
Restaurant operations net sales	186,368		563,736
Restaurant operations franchise royalties and fees	7,762		22,637
Restaurant operations other	911		3,196
Selling, general and administrative	32,311		97,911
Earnings (loss) before income taxes	(24,902)		(35,942)
Income tax expense (benefit)	(11,199)		(12,886)
Net earnings (loss)	(13,703)		(23,056)
Adjustments for the Adoption of ASC 606
Revenues
Restaurant operations net sales	0		0
Restaurant operations franchise royalties and fees	2,157		6,859
Restaurant operations other	63		357
Selling, general and administrative	2,425		7,388
Earnings (loss) before income taxes	(205)		(172)
Income tax expense (benefit)	(51)		(43)
Net earnings (loss)	(154)		(129)
Amounts without Adoption of ASC 606
Revenues
Restaurant operations net sales	186,368		563,736
Restaurant operations franchise royalties and fees	5,605		15,778
Restaurant operations other	848		2,839
Selling, general and administrative	29,886		90,523
Earnings (loss) before income taxes	(24,697)		(35,770)
Income tax expense (benefit)	(11,148)		(12,843)
Net earnings (loss)	$ (13,549)		$ (22,927)

Note 3. Earnings Per Share (Det

Note 3. Earnings Per Share (Details) - shares	Sep. 30, 2018	Dec. 31, 2017
Common stock authorized		2,500,000
Common stock issued		2,142,202
Treasury stock held by the Company		(74,589)
Outstanding shares		2,067,613
Class A Common Stock
Common stock authorized	500,000
Common stock issued	206,864
Treasury stock held by the Company	0
Outstanding shares	206,864
Class B Common Stock
Common stock authorized	10,000,000
Common stock issued	2,068,640
Treasury stock held by the Company	0
Outstanding shares	2,068,640

Note 4. Investments (Details)

Note 4. Investments (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Schedule of Investments [Abstract]
Cost	$ 27,700	$ 23,216
Gross unrealized gains	90	73
Fair value	$ 27,790	$ 23,289

Note 5. Investment Partnershi_3

Note 5. Investment Partnerships (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Partnership interest, beginning			$ 566,021
Investment partnership gains (losses)	$ (19,008)	$ (43,859)	(23,854)	$ (31,589)
Partnership interest, ending	496,655		496,655
Fair Value
Partnership interest, beginning			925,279	972,707
Investment partnership gains (losses)			(152,261)	(149,171)
Contributions (net of distributions) to investment partnerships			(26,360)	(5,688)
Increase in proportionate share of Company stock held			0	0
Partnership interest, ending	746,658	817,848	746,658	817,848
Company common Stock
Partnership interest, beginning			359,258	395,070
Investment partnership gains (losses)			(128,407)	(117,582)
Contributions (net of distributions) to investment partnerships			0	0
Increase in proportionate share of Company stock held			19,152	3,176
Partnership interest, ending	250,003	280,664	250,003	280,664
Carrying Value
Partnership interest, beginning			566,021	577,637
Investment partnership gains (losses)			(23,854)	(31,589)
Contributions (net of distributions) to investment partnerships			(26,360)	(5,688)
Increase in proportionate share of Company stock held			(19,152)	(3,176)
Partnership interest, ending	$ 496,655	$ 537,184	$ 496,655	$ 537,184

Note 5. Investment Partnershi_4

Note 5. Investment Partnerships (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Note 5. Investment Partnerships
Carrying value of investment partnerships	$ 496,655	$ 566,021
Deferred tax liability related to investment partnerships	(84,370)	(95,309)
Carrying value of investment partnerships net of deferred taxes	$ 412,285	$ 470,712

Note 5. Investment Partnershi_5

Note 5. Investment Partnerships (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Note 5.Investment Partnerships Details 2Abstract
Gains (losses) on investment partnership	$ (19,008)	$ (43,859)	$ (23,854)	$ (31,589)
Tax expense (benefit)	(6,119)	(20,733)	(8,163)	(16,951)
Contributions to net earnings (loss)	$ (12,889)	$ (23,126)	$ (15,691)	$ (14,638)

Note 5. Investment Partnershi_6

Note 5. Investment Partnerships (Details 3) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Lion Fund
Total Assets	$ 149,516		$ 203,560
Total Liabilities	208		157
Revenue for the first nine months	(49,895)	$ (47,656)
Earnings (loss) for the first nine months	$ (49,944)	$ (47,703)
Biglari Holdings' Ownership Interest	65.80%	63.90%
Lion Fund II
Total Assets	$ 903,889		1,060,737
Total Liabilities	200,832		$ 199,974
Revenue for the first nine months	(122,622)	$ (89,110)
Earnings (loss) for the first nine months	$ (129,691)	$ (127,970)
Biglari Holdings' Ownership Interest	92.20%	93.00%

Note 5. Investment Partnershi_7

Note 5. Investment Partnerships (Details 4) - Lion Fund II - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Contributions	$ 7,340	$ 0	$ 7,340	$ 3,707
Return of capital	(26,000)	0	(26,000)	0
Distributions	0	(4,380)	(7,700)	(9,395)
Total contributions and distributions	$ (18,660)	$ (4,380)	$ (26,360)	$ (5,688)

Note 5. Investment Partnershi_8

Note 5. Investment Partnerships (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Note 5. Investment Partnerships
Proportionate share of Company stock held by investment partnerships at cost	$ 374,091	$ 354,939

Note 6. Property and Equipmen_2

Note 6. Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Land	$ 150,222	$ 156,506
Buildings	146,675	152,610
Land and leasehold improvements	161,105	162,652
Equipment	201,471	203,145
Construction in progress	1,863	1,782
Property and equipment, gross	661,336	676,695
Less accumulated depreciation and amortization	(379,731)	(380,895)
Property and equipment, net	$ 281,605	$ 295,800

Note 7. Goodwill and Other In_3

Note 7. Goodwill and Other Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018USD ($)
Balance at beginning of year	$ 40,081
Change in foreign exchange rates during first nine months 2018	(20)
Balance at end of period	40,061
Restaurant
Balance at beginning of year	28,168
Change in foreign exchange rates during first nine months 2018	(20)
Balance at end of period	28,148
Other
Balance at beginning of year	11,913
Change in foreign exchange rates during first nine months 2018	0
Balance at end of period	$ 11,913

Note 7. Goodwill and Other In_4

Note 7. Goodwill and Other Intangible Assets (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Gross carrying amount	$ 33,524	$ 31,423
Accumulated amortization	(5,281)	(4,859)
Total intangible assets	28,243	26,564
Finite-Lived Intangible Assets [Member]
Gross carrying amount	6,120	6,120
Accumulated amortization	(5,281)	(4,859)
Total intangible assets	839	1,261
Franchise Agreement | Finite-Lived Intangible Assets [Member]
Gross carrying amount	5,310	5,310
Accumulated amortization	(4,514)	(4,116)
Total intangible assets	796	1,194
Other | Finite-Lived Intangible Assets [Member]
Gross carrying amount	810	810
Accumulated amortization	(767)	(743)
Total intangible assets	43	67
Other | Indefinite-lived Intangible Assets [Member]
Gross carrying amount	11,528	9,427
Accumulated amortization	0	0
Total intangible assets	11,528	9,427
Trade names [Member] | Indefinite-lived Intangible Assets [Member]
Gross carrying amount	15,876	15,876
Accumulated amortization	0	0
Total intangible assets	$ 15,876	$ 15,876

Note 7. Goodwill and Other In_5

Note 7. Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 422	$ 426
Total annual amortization expense for 2019	500
Purchase of lease rights	$ 2,556

Note 8. Restaurant Operations_3

Note 8. Restaurant Operations Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Note 8. Restaurant Operations Revenues
Net sales	$ 186,368	$ 199,980	$ 563,736	$ 587,532
Franchise royalties and fees	7,762	5,125	22,637	16,030
Other	911	967	3,196	3,071
Restaurant operations revenue	$ 195,041	$ 206,072	$ 589,569	$ 606,633

Note 8. Restaurant Operations_4

Note 8. Restaurant Operations Revenues (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Restaurant operations revenue	$ 195,041	$ 206,072	$ 589,569	$ 606,633
Deferred revenue	14,463		14,463		$ 9,522
Initial Franchise Fees
Restaurant operations revenue	632		1,719
Deferred revenue	10,075		10,075		10,581
Deferred revenue, remainder of 2018	134		134
Franchise Advertising Fees
Restaurant operations revenue	2,389		7,235
Deferred revenue	2,511		2,511		2,064
Deferred revenue, remainder of 2018	502		502
Gift Card Redemptions
Restaurant operations revenue	5,747		21,405
Deferred revenue	15,111		15,111		$ 20,968
Deferred revenue, remainder of 2018	$ 3,597		$ 3,597

Note 9. Accounts Payable and _3

Note 9. Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Notes to Financial Statements
Accounts payable	$ 35,597	$ 40,616
Gift card liability	15,112	27,436
Salaries, wages, and vacation	10,829	22,875
Taxes payable	11,756	10,571
Workers' compensation and other self insurance accruals	10,074	9,047
Deferred revenue	14,463	9,522
Other	9,592	8,677
Accounts payable and accrued expenses	$ 107,423	$ 128,744

Note 10. Notes Payable and Ot_3

Note 10. Notes Payable and Other Borrowings (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current portion of notes payable and other borrowings
Notes payable	$ 2,200	$ 2,200
Unamortized original issue discount	(331)	(321)
Unamortized debt issuance costs	(603)	(585)
Obligations under leases	4,792	5,279
Western revolver	0	175
Total current portion of notes payable and other borrowings	6,058	6,748
Long-term notes payable and other borrowings
Notes payable	182,048	183,698
Unamortized original issue discount	(522)	(772)
Unamortized debt issuance costs	(951)	(1,405)
Obligations under leases	64,808	75,473
Total long-term notes payable and other borrowings	$ 245,383	$ 256,994

Note 10. Notes Payable and Ot_4

Note 10. Notes Payable and Other Borrowings (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Interest rate	6.00%
Western revolver	$ 0	$ 175
Fair value of long-term debt, excluding capitalized lease obligations	153,000
Term Loan
Outstanding debt	$ 184,248

Note 11. Accumulated Other Co_3

Note 11. Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Beginning Balance	$ (2,107)	$ (2,273)	$ (1,404)	$ (3,584)
Other comprehensive income (loss) before reclassifications	0	46	0	169
Reclassification to (earnings) loss	0	0	(58)	0
Foreign currency translation	(138)	562	(783)	1,750
Ending Balance	(2,245)	(1,665)	(2,245)	(1,665)
Foreign Currency Translation Adjustments
Beginning Balance	(2,107)	(2,259)	(1,462)	(3,447)
Other comprehensive income (loss) before reclassifications	0	0	0	0
Reclassification to (earnings) loss	0	0	0	0
Foreign currency translation	(138)	562	(783)	1,750
Ending Balance	(2,245)	(1,697)	(2,245)	(1,697)
Investment Gain (Loss)
Beginning Balance	0	(14)	58	(137)
Other comprehensive income (loss) before reclassifications	0	46	0	169
Reclassification to (earnings) loss	0	0	(58)	0
Foreign currency translation	0	0	0	0
Ending Balance	$ 0	$ 32	$ 0	$ 32

Note 12. Income Taxes (Details

Note 12. Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (11,199)	$ (25,226)	$ (12,886)	$ (21,085)
Unrecognized tax benefits	$ 336		$ 336		$ 357

Note 14. Fair Value of Financ_3

Note 14. Fair Value of Financial Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets
Cash equivalents	$ 5,592	$ 5,785
Equity securities: Consumer goods	6,351	2,445
Bonds	30,420	25,901
Options on equity securities	2,212	2,018
Non-qualified deferred compensation plan investments	2,901	3,459
Total assets at fair value	47,476	39,608
Level 1
Assets
Cash equivalents	5,592	5,785
Equity securities: Consumer goods	6,351	2,445
Bonds	0	0
Options on equity securities	0	0
Non-qualified deferred compensation plan investments	2,901	3,459
Total assets at fair value	14,844	11,689
Level 2
Assets
Cash equivalents	0	0
Equity securities: Consumer goods	0	0
Bonds	30,420	25,901
Options on equity securities	2,212	2,018
Non-qualified deferred compensation plan investments	0	0
Total assets at fair value	32,632	27,919
Level 3
Assets
Cash equivalents	0	0
Equity securities: Consumer goods	0	0
Bonds	0	0
Options on equity securities	0	0
Non-qualified deferred compensation plan investments	0	0
Total assets at fair value	$ 0	$ 0

Note 16. Business Segment Rep_3

Note 16. Business Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue	$ 203,582	$ 214,234	$ 614,546	$ 630,581
Steak n Shake
Revenue	191,240	202,001	578,111	596,026
Western
Revenue	3,801	4,071	11,458	10,607
Total Restaurant Operations
Revenue	195,041	206,072	589,569	606,633
First Guard
Revenue	7,038	6,285	20,330	18,548
Maxim
Revenue	1,503	1,877	4,647	5,400
Total Revenue
Revenue	$ 203,582	$ 214,234	$ 614,546	$ 630,581

Note 16. Business Segment Rep_4

Note 16. Business Segment Reporting (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings (loss) before income taxes	$ (24,902)	$ (49,926)	$ (35,942)	$ (40,480)
Restaurant | Steak n Shake
Earnings (loss) before income taxes	(3,172)	(3,283)	(1,505)	1,038
Restaurant | Western
Earnings (loss) before income taxes	516	479	1,564	1,514
Restaurant | Total Restaurant Operations
Earnings (loss) before income taxes	(2,656)	(2,804)	59	2,552
Operating Business
Earnings (loss) before income taxes	(561)	(1,751)	5,067	5,715
Operating Business | First Guard
Earnings (loss) before income taxes	1,813	834	4,624	3,135
Operating Business | Maxim
Earnings (loss) before income taxes	111	45	(90)	(487)
Operating Business | Other
Earnings (loss) before income taxes	171	174	474	515
Corporate | Corporate
Earnings (loss) before income taxes	(2,366)	(1,600)	(8,536)	(6,285)
Corporate | Investment Partnership Gains (Losses) [Member]
Earnings (loss) before income taxes	(19,008)	(43,859)	(23,854)	(31,589)
Corporate | Total Corporate And Investments [Member]
Earnings (loss) before income taxes	(21,374)	(45,459)	(32,390)	(37,874)
Reconciliation Of Segments | Interest expense on notes payable and other borrowings [Member]
Earnings (loss) before income taxes	$ (2,967)	$ (2,716)	$ (8,619)	$ (8,321)