Biglari Holdings Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Biglari Holdings Inc. has filed its annual 10-K report for the fiscal year ending December 31, 2023, detailing its business operations and financial standing.</b>

AI Summary

Biglari Holdings Inc. (BH) filed a Annual Report (10-K) with the SEC on February 26, 2024. Biglari Holdings Inc. filed its 10-K report for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business address is 19100 Ridgewood Pkwy, Suite 1200, San Antonio, TX 78259. Biglari Holdings Inc. was formerly known as NBHSA Inc. until a name change on December 21, 2017. The SIC code for the company is 5812, Retail-Eating Places.

Why It Matters

For investors and stakeholders tracking Biglari Holdings Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Biglari Holdings Inc.'s financial performance and operational activities for the fiscal year 2023, which is crucial for investors to assess the company's health and future prospects. The report includes detailed financial statements, risk factors, and business segment information, allowing stakeholders to understand the company's strategic direction and potential challenges in its various operating segments like restaurant, insurance, and oil & gas.

Risk Assessment

Risk Level: — Biglari Holdings Inc. shows moderate risk based on this filing. The company operates in the retail-eating places industry, which is subject to fluctuating consumer spending and competitive pressures, as indicated by its SIC code 5812.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand Biglari Holdings Inc.'s performance and strategic positioning.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-02-26 — Filing Date (FILED AS OF DATE)
• 2017-12-21 — Date of Name Change (FORMER COMPANY DATE OF NAME CHANGE)

Key Players & Entities

• Biglari Holdings Inc. (company) — CONFORMED NAME
• NBHSA Inc. (company) — FORMER COMPANY
• San Antonio, TX (location) — BUSINESS ADDRESS CITY, STATE
• 5812 (industry_code) — STANDARD INDUSTRIAL CLASSIFICATION

FAQ

Risk Factors

• Market and Economic Conditions [medium — market]: The company's financial results are significantly impacted by general economic conditions, including consumer spending and inflation.
• Restaurant Operations [medium — operational]: The success of its restaurant segment is dependent on factors such as consumer preferences, competition, and operational efficiency.
• Insurance Operations [medium — financial]: The insurance segment is subject to regulatory changes, claims experience, and investment performance.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K.
• 2024-02-26: Filing Date — Date the 10-K was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document filed by Biglari Holdings Inc. to report its annual financial results and business activities.)

SIC Code

Standard Industrial Classification code used to classify businesses by industry. (Indicates Biglari Holdings Inc. operates in the 'Retail-Eating Places' sector (5812).)

Key Financial Figures

• $80.0 million — eferred Shares of Abraxas Petroleum for $80.0 million. On October 26, 2022, the Company excha
• $5.4 million — k of Abraxas Petroleum was acquired for $5.4 million. The oil and gas industry is fundamen
• $472.8 million — alue of the investment partnerships was $472.8 million. In addition, the Company held marketab
• $91.9 million — outside the investment partnerships) of $91.9 million at fair value. Employees As of Decemb

Filing Documents

• bh-20231231.htm (10-K) — 1981KB
• bh-20231231xexx2101.htm (EX-21.01) — 6KB
• bh-20231231xexx3101.htm (EX-31.01) — 10KB
• bh-20231231xexx3102.htm (EX-31.02) — 10KB
• bh-20231231xexx3201.htm (EX-32.01) — 5KB
• biglariholdingsinc-clawb.htm (EX-97) — 9KB
• nsai12-31x23biglarisecex.htm (EX-99.1) — 44KB
• biglariholdingsinc-clawb001.jpg (GRAPHIC) — 289KB
• biglariholdingsinc-clawb002.jpg (GRAPHIC) — 230KB
• biglariholdingsinc-clawb003.jpg (GRAPHIC) — 88KB
• nsai12-31x23biglarisecex001.jpg (GRAPHIC) — 271KB
• nsai12-31x23biglarisecex002.jpg (GRAPHIC) — 343KB
• nsai12-31x23biglarisecex003.jpg (GRAPHIC) — 180KB
• nsai12-31x23biglarisecex004.jpg (GRAPHIC) — 312KB
• nsai12-31x23biglarisecex005.jpg (GRAPHIC) — 292KB
• nsai12-31x23biglarisecex006.jpg (GRAPHIC) — 307KB
• nsai12-31x23biglarisecex007.jpg (GRAPHIC) — 303KB
• nsai12-31x23biglarisecex008.jpg (GRAPHIC) — 310KB
• nsai12-31x23biglarisecex009.jpg (GRAPHIC) — 303KB
• 0001726173-24-000004.txt (&nbsp;) — 15269KB
• bh-20231231.xsd (EX-101.SCH) — 78KB
• bh-20231231_cal.xml (EX-101.CAL) — 136KB
• bh-20231231_def.xml (EX-101.DEF) — 305KB
• bh-20231231_lab.xml (EX-101.LAB) — 822KB
• bh-20231231_pre.xml (EX-101.PRE) — 555KB
• bh-20231231_htm.xml (XML) — 1975KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 8

C

Item 1 C . Cybersecurity 8 Item 2.

Properties

Properties 9 Item 3.

Legal Proceedings

Legal Proceedings 10 Item 4. Mine Safety Disclosures 10 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 11 Item 6. [Reserved] 11 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 23 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 24 Consolidated Balance Sheets 27 Consolidated Statements of Earnings 28 Consolidated Statements of Comprehensive Income 29 Consolidated Statements of Cash Flows 30 Consolidated Statements of Changes in Shareholders' Equity 31

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 32 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 Item 9A.

Controls and Procedures

Controls and Procedures 57 Item 9B. Other Information 57 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 57 Part III Item 10. Directors, Executive Officers and Corporate Governance 58 Item 11.

Executive Compensation

Executive Compensation 58 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 58 Item 13. Certain Relationships and Related Transactions, and Director Independence 58 Item 14. Principal Accountant Fees and Services 58 Part IV Item 15. Exhibits and Financial Statement Schedules 59 Item 16. Form 10-K Summary 61

Signatures

Signatures 62 Table of Contents Part I

Business

Item 1. Business Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, licensing and media, restaurants, and oil and gas. 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. Biglari Holdings' management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. As of December 31, 2023, Mr. Biglari beneficially owns shares of the Company that represent approximately 66.8% of the economic interest and approximately 71.0% of the voting interest. Restaurant Operations The Company's restaurant operations are conducted through two subsidiaries: Steak n Shake Inc. ("Steak n Shake") and Western Sizzlin Corporation ("Western Sizzlin") for a combined 492 units. As of December 31, 2023, Steak n Shake had 148 company-operated restaurants, 181 franchise partner units, and 128 traditional franchise units. Western Sizzlin had 3 company-operated restaurants and 32 franchise units. Founded in 1934 in Normal, Illinois, on Route 66, Steak n Shake is a classic American brand serving premium burgers and milkshakes. Steak n Shake is headquartered in Indianapolis, Indiana. Founded in 1962 in Augusta, Georgia, Western Sizzlin is a steak and buffet concept serving signature steak dishes as well as other classic American menu items. Western Sizzlin also operates two other concepts: Great American Steak & Buffet, and Wood Grill Buffet. Western Sizzlin is headquartered in Roanoke, Virginia. Company-Operated Restaurants A typical company-operated restaurant management team consists of a general m

Risk Factors

Item 1A. Risk Factors Biglari Holdings and its subsidiaries (referred to herein as "we," "us," "our," or similar expressions) are subject to certain risks and uncertainties in their business operations, which are described below. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. Risks relating to Biglari Holdings We are dependent on our Chairman and CEO. Our success depends on the services of Sardar Biglari, Chairman and Chief Executive Officer. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. If for any reason the services of Mr. Biglari were to become unavailable, a material adverse effect on our business could occur. Sardar Biglari, Chairman and CEO, beneficially owns over 50% of our outstanding shares of common stock, enabling Mr. Biglari to exert control over matters requiring shareholder approval. Mr. Biglari has the ability to control the outcome of matters submitted to our shareholders for approval, including the election or removal of directors, the amendment of our articles of incorporation or bylaws, and other significant transactions. In addition, Mr. Biglari has the ability to control the management and affairs of the Company. This control position may conflict with the interests of some or all of the Company's passive shareholders, and reduce the possibility of a merger proposal, tender offer, or proxy contest for the removal of directors. We are a "controlled company" within the meaning of the New York Stock Exchange rules and thus can rely on exemptions from certain corporate governance requirements. Because Mr. Biglari beneficially owns more than 50% of the Company's outstanding voting stock, we are considered a "controlled company" pursuant to New York Stock Exchange rules. As a result, we are not required to comply

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View this 10-K filing on SEC EDGAR