Biglari Holdings Inc. Files Amendment No. 1 to 2023 10-K Report

TL;DR

<b>Biglari Holdings Inc. has filed an amendment to its 2023 10-K report, confirming its compliance with SEC filing requirements.</b>

AI Summary

Biglari Holdings Inc. (BH) filed a Amended Annual Report (10-K/A) with the SEC on March 29, 2024. Biglari Holdings Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended December 31, 2023. The company's principal executive offices are located at 19100 Ridgewood Parkway, Suite 1200, San Antonio, Texas. Class A Common Stock (BH.A) and Class B Common Stock (BH) are registered on the New York Stock Exchange. The filing indicates the company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days. Biglari Holdings Inc. has submitted electronically every Interactive Data File required by Rule 405 of Regulation S-T during the preceding 12 months.

Why It Matters

For investors and stakeholders tracking Biglari Holdings Inc., this filing contains several important signals. This amendment signifies a formal update or correction to the company's previously filed annual report, potentially containing revised financial data or disclosures. The confirmation of electronic filing of Interactive Data Files suggests adherence to modern regulatory reporting standards, crucial for investor transparency.

Risk Assessment

Risk Level: low — Biglari Holdings Inc. shows low risk based on this filing. The filing is an amendment to a 10-K, indicating a procedural update rather than new material financial events, thus posing a low risk.

Analyst Insight

Review the specific changes made in Amendment No. 1 to the 10-K filing for any material updates to Biglari Holdings Inc.'s financial position or disclosures.

Key Numbers

• 2023-12-31 — Fiscal Year End (Fiscal year ended December 31, 2023)
• 2024-03-29 — Filing Date (Date of filing for the amendment)
• 001-38477 — Commission File Number (SEC Commission file number for Biglari Holdings Inc.)
• 82-3784946 — IRS Number (IRS Employer Identification No.)

Key Players & Entities

• Biglari Holdings Inc. (company) — Registrant name
• 19100 Ridgewood Parkway, Suite 1200 (address) — Principal executive offices
• San Antonio, Texas (location) — Principal executive offices
• Class A Common Stock (security) — Registered securities
• BH.A (ticker) — Trading symbol for Class A Common Stock
• Class B Common Stock (security) — Registered securities
• BH (ticker) — Trading symbol for Class B Common Stock
• New York Stock Exchange (company) — Exchange where securities are registered

FAQ

Industry Context

Biglari Holdings Inc. operates in the retail-eating places sector. This filing is an amendment to its annual report.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports (10-K) and amendments.

What Investors Should Do

1. Review the specific amendments made in the 10-K/A filing.
2. Verify the accuracy of financial and operational disclosures for the fiscal year ended December 31, 2023.
3. Monitor future filings for any significant changes or updates from Biglari Holdings Inc.

Key Dates

• 2023-12-31: Fiscal Year End — The period covered by the annual report.
• 2024-03-29: Filing Date of Amendment — The date this amendment (10-K/A) was filed with the SEC.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed 10-K for the fiscal year ended December 31, 2023. It serves to update or correct information previously submitted.

Key Financial Figures

• $368,694,462 — ,163,105 TOTAL SECURITIES OWNED (cost $368,694,462) $ 372,564,039 AS OF DECEMBER 31, 20
• $345,315,368 — ,246,327 TOTAL SECURITIES OWNED (cost $345,315,368) $ 330,759,640 See notes to financia
• $184,733,519 — s margin debt balances. The balance was $184,733,519 and $167,647,866 on December 31, 2023 a
• $167,647,866 — ances. The balance was $184,733,519 and $167,647,866 on December 31, 2023 and 2022, respecti
• $372,564,039 — 1, 2023 and 2022, total securities were $372,564,039 and $330,759,640, respectively. As of D
• $330,759,640 — total securities were $372,564,039 and $330,759,640, respectively. As of December 31, 2023,
• $26,187 — derivative balances were liabilities of $26,187. There were no derivative balances as o

Filing Documents

• bh-20231231.htm (10-K/A) — 251KB
• bh-10xka20231231xexx3101.htm (EX-31.01) — 10KB
• bh-10xka20231231xexx3102.htm (EX-31.02) — 10KB
• bh-10xka20231231xexx3201.htm (EX-32.01) — 6KB
• bh-10xka20231231xexx9901.htm (EX-99.01) — 6KB
• 0001726173-24-000018.txt (&nbsp;) — 551KB
• bh-20231231.xsd (EX-101.SCH) — 3KB
• bh-20231231_def.xml (EX-101.DEF) — 21KB
• bh-20231231_lab.xml (EX-101.LAB) — 41KB
• bh-20231231_pre.xml (EX-101.PRE) — 25KB
• bh-20231231_htm.xml (XML) — 7KB

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 1 Independent Auditor's Report (PCAOB ID No 34 )

Signatures

Signatures 11 Index to Exhibits 12 EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (the "Amendment") amends the Annual Report on Form 10-K of Biglari Holdings Inc. ("Biglari Holdings", "we", "us", "our", the "Company" or the "Corporation") for the fiscal year ended December 31, 2023, originally filed with the Securities and Exchange Commission (the "SEC") on February 26, 2024 (the "Original Filing"), to include separate audited financial statements of The Lion Fund II, L.P. (the "Lion Fund II") pursuant to Rule 3-09 of Regulation S-X ("Rule 3-09") in Part IV, Item 15. The audited financial statements of the Lion Fund II (the "Lion Fund II Financial Statements") were not available at the time of the Original Filing. In accordance with Rule 3-09(b)(2), the Lion Fund II Financial Statements are being filed as an amendment to the Original Filing within 90 days after the end of the Lion Fund II's fiscal year. In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment certain currently dated certifications. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these currently dated certifications. This Form 10-K/A does not attempt to modify or update any other disclosures set forth in the Original Filing, except as required to reflect the additional information included in Part IV, Item 15 of this Form 10-K/A. Additionally, this Form 10-K/A, except for the additional information included in Part IV, speaks as of the filing date of the Original Filing and does not update or discuss any other Company developments subsequent to the date of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the SEC subsequent to the Original Filing. Table of Contents

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules INDEPENDENT AUDITOR'S REPORT To the Partners of The Lion Fund II, L.P. Opinion We have audited the financial statements of The Lion Fund II, L.P. (a Delaware Limited Partnership) (the "Fund"), which comprise the statements of assets and liabilities, including the condensed schedule of investments, as of December 31, 2023 and 2022, and the related statements of operations, changes in partners' capital, and cash flows for each of the three years in the period ended December 31, 2023 and the related notes to the financial statements (collectively referred to as the "financial statements"). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of The Fund as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Fund and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair pre

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Lion Fund II, L.P. (the "Fund") is an investment fund organized as a limited partnership under the laws of the State of Delaware. The Fund is managed by Biglari Capital Corp. (the "General Partner"). The Fund commenced operations in July 2013 with the objective of achieving above-average, long-term growth of capital. Basis of Accounting — The accompanying financial statements of the Fund have been presented on the accrual basis of accounting, in accordance with generally accepted accounting principles ("GAAP"). The Fund is an investment company and therefore complies with accounting and reporting guidance presented in Accounting Standards Codification 946, Financial Services – Investment Companies . Investments in Securities — Security transactions are accounted for on the date the securities are purchased or sold (trade date). Gains or losses from sales of investments are computed on the specific identification basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Exchange-listed securities are valued at the last sale price on the principal exchange on which they are traded. Income Taxes — In accordance with federal income tax regulations, no income taxes are levied on a partnership, but rather on the individual partners. Consequently, no provision or liability for federal income taxes has been reflected in the accompanying financial statements. There were neither liabilities nor deferred tax assets relating to uncertain income tax positions taken or expected to be taken on the tax returns. The Fund has reviewed open tax years and has concluded that there is no significant tax liability resulting from uncertain tax provisions. 2022, 2021 and 2020 remain open for both federal and state jurisdictions. Cash and Cash Equivalents — Any highly liquid investme

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 29, 2024. BIGLARI HOLDINGS INC. By: /s/ Bruce Lewis Bruce Lewis Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 29, 2024. . Signature Title /s/ SARDAR BIGLARI Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Sardar Biglari /s/ BRUCE LEWIS Controller (Principal Financial and Accounting Officer) Bruce Lewis /s/ JOHN G. CARDWELL Director John G. Cardwell /s/ PHILIP COOLEY Director – Vice Chairman Philip Cooley /s/ KENNETH R. COOPER Director Kenneth R. Cooper /s/ RUTH J. PERSON Director Ruth J. Person /s/ EDMUND B. CAMPBELL, III Director Edmund B. Campbell, III 11 Table of Contents INDEX TO EXHIBITS Exhibit Number Description 31.01 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.02 Rule 13a-14(a)/15d-14(a) Certification of Controller 32.01 Section 1350 Certifications 99.01 Consent of The Lion Fund II, L.P. 104 Cover page Interactive Data File (embedded within the Inline XBRL document) The Lion Fund II Financial Statements are filed under Item 15(c). 12

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