Companies: 10,793     total market cap: $140.537 T
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Biglari
BH
#5997
Rank
$1.03 B
Marketcap
๐Ÿ‡บ๐Ÿ‡ธ United States
Country
$330.38
Share price
1.38%
Change (1 day)
54.10%
Change (1 year)
๐Ÿ” Restaurant chains๐Ÿด Food
Categories
  1. Biglari
  2. Quarterly Reports (10-Q)
  3. Financial Year FY2024 Q2

Biglari - 10-Q quarterly report FY2024 Q2


Text size:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 001-38477
BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Indiana82-3784946
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

19100 Ridgewood Parkway,
Suite 1200
San Antonio,Texas78259
(Address of principal executive offices)(Zip Code)
(210) 344-3400
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of each exchange on which registered
Class A Common Stock, no par value BH.ANew York Stock Exchange
Class B Common Stock, no par valueBHNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x    No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐Accelerated filer☒
Non-accelerated filer☐Smaller reporting company☒
  Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Number of shares of common stock outstanding as of August 6, 2024:
Class A common stock –  206,864 
Class B common stock –2,068,640 

BIGLARI HOLDINGS INC.
INDEX
Page No.
1
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5
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19
31
31
31
31
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31
31
31
32
33

PART 1 – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

BIGLARI HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
June 30,
2024		December 31,
2023
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$26,897 $28,066 
Investments93,619 91,879 
Receivables19,169 22,241 
Inventories3,587 2,980 
Other current assets7,882 7,385 
Total current assets151,154 152,551 
Property and equipment381,078 380,491 
Operating lease assets34,601 32,215 
Goodwill and other intangible assets75,540 76,760 
Investment partnerships158,731 199,103 
Other assets7,949 8,302 
Total assets$809,053 $849,422 
Liabilities and shareholders’ equity
Liabilities
Current liabilities:
Accounts payable and accrued expenses$60,126 $66,743 
Loss and loss adjustment expenses15,695 15,168 
Unearned premiums15,496 14,334 
Current portion of lease obligations14,406 14,855 
Line of credit50 — 
Total current liabilities105,773 111,100 
Lease obligations92,906 86,389 
Deferred taxes26,254 37,939 
Asset retirement obligations14,593 14,316 
Other liabilities348 348 
Total liabilities239,874 250,092 
Shareholders’ equity
Common stock1,138 1,138 
Additional paid-in capital385,594 385,594 
Retained earnings605,847 631,458 
Accumulated other comprehensive loss(2,667)(2,518)
Treasury stock, at cost(420,733)(416,342)
Biglari Holdings Inc. shareholders’ equity569,179 599,330 
Total liabilities and shareholders’ equity$809,053 $849,422 
See accompanying Notes to Consolidated Financial Statements.

1
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(dollars in thousands except per share amounts)
Second QuarterFirst Six Months
2024202320242023
(Unaudited)(Unaudited)
Revenues  
Restaurant operations$64,475 $64,491 $126,471 $125,620 
Insurance premiums and other17,694 17,547 35,427 33,776 
Oil and gas8,671 10,741 18,181 22,964 
Licensing and media301 761 513 1,356 
Total revenues91,141 93,540 180,592 183,716 
Costs and expenses
Restaurant cost of sales36,886 34,928 71,307 67,666 
Insurance losses and underwriting expenses15,745 13,267 30,808 26,280 
Oil and gas production costs4,282 3,512 8,781 8,983 
Licensing and media costs523 499 1,026 951 
Selling, general and administrative18,653 19,009 36,928 36,272 
Gain on sale of oil and gas properties(16,165)— (16,646)— 
Impairments1,000 853 1,107 1,629 
Depreciation, depletion, and amortization9,122 10,094 19,175 20,034 
Interest expense on leases1,349 1,301 2,663 2,608 
Interest expense on borrowings42 40 42 207 
Total costs and expenses71,437 83,503 155,191 164,630 
Other income
Investment gains (losses)(2,729)353 (1,016)3,991 
Investment partnership gains (losses)(79,890)(7,496)(57,905)65,092 
Total other income (expenses)(82,619)(7,143)(58,921)69,083 
Earnings (loss) before income taxes(62,915)2,894 (33,520)88,169 
Income tax expense (benefit)(14,725)1,018 (7,909)20,756 
Net earnings (loss)(48,190)1,876 (25,611)67,413 
Earnings attributable to noncontrolling interest— (60)— 591 
Net earnings (loss) attributable to Biglari Holdings Inc. shareholders$(48,190)$1,936 $(25,611)$66,822 
Net earnings (loss) per average equivalent Class A share *$(171.89)$6.64 $(90.80)$229.00 
*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $(34.38) and $(18.16) for the second quarter and first six months of 2024, respectively, and $1.33 and $45.80 for the second quarter and first six months of 2023, respectively.
See accompanying Notes to Consolidated Financial Statements.
2
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
 Second QuarterFirst Six Months
 2024202320242023
 (Unaudited)(Unaudited)
Net earnings (loss)$(48,190)$1,876 $(25,611)$67,413 
Foreign currency translation(118)(322)(149)10 
Comprehensive income (loss)(48,308)1,554 (25,760)67,423 
Comprehensive income (loss) attributable to noncontrolling interests— (60)— 591 
Total comprehensive income (loss) attributable to Biglari Holdings Inc. shareholders$(48,308)$1,614 $(25,760)$66,832 
See accompanying Notes to Consolidated Financial Statements.

3
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
First Six Months
20242023
(Unaudited)
Operating activities  
Net earnings (loss)$(25,611)$67,413 
Adjustments to reconcile net earnings (loss) to operating cash flows:
Depreciation, depletion, and amortization19,175 20,034 
Provision for deferred income taxes(11,656)16,842 
Asset impairments1,107 1,629 
Gains on sale of assets(19,618)(4,194)
Investment and investment partnership gains and losses58,921 (69,083)
Distributions from investment partnerships1,000 — 
Changes in receivables, inventories and other assets1,234 4,989 
Changes in accounts payable and accrued expenses(3,642)(6,112)
Net cash provided by operating activities20,910 31,518 
Investing activities
Capital expenditures(16,429)(10,557)
Proceeds from property and equipment disposals21,820 9,670 
Purchases of noncontrolling interests— (5,387)
Purchases of interests in limited partnerships(22,924)(9,100)
Purchases of investments(43,152)(58,926)
Sales of investments and redemptions of fixed maturity securities41,099 45,826 
Net cash used in investing activities(19,586)(28,474)
Financing activities
Proceeds from line of credit6,050 5,000 
Payments on line of credit(6,000)(11,400)
Principal payments on direct financing lease obligations(2,741)(3,078)
Net cash used in financing activities(2,691)(9,478)
Effect of exchange rate changes on cash(7)98 
Decrease in cash, cash equivalents and restricted cash(1,374)(6,336)
Cash, cash equivalents and restricted cash at beginning of year29,654 38,805 
Cash, cash equivalents and restricted cash at end of second quarter$28,280 $32,469 
June 30,
20242023
(Unaudited)
Cash and cash equivalents$26,897 $30,881 
Restricted cash in other long-term assets1,383 1,588 
Cash, cash equivalents and restricted cash at end of second quarter$28,280 $32,469 
See accompanying Notes to Consolidated Financial Statements.
4
BIGLARI HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
(dollars in thousands)
Biglari Holdings Inc. Shareholders’ Equity
Common
Stock		Additional Paid-In
Capital		Retained
Earnings		Accumulated Other Comprehensive Income (Loss)Treasury
Stock		Non-controlling InterestsTotal
For the second quarter and first six months of 2024
Balance at December 31, 2023$1,138 $385,594 $631,458 $(2,518)$(416,342)$— $599,330 
Net earnings (loss)22,579 22,579 
Other comprehensive loss(31)(31)
Adjustment for holdings in investment partnerships(3,306)(3,306)
Balance at March 31, 2024$1,138 $385,594 $654,037 $(2,549)$(419,648)$— $618,572 
Net earnings (loss)(48,190)(48,190)
Other comprehensive loss(118)(118)
Adjustment for holdings in investment partnerships(1,085)(1,085)
Balance at June 30, 2024$1,138 $385,594 $605,847 $(2,667)$(420,733)$— $569,179 

For the second quarter and first six months of 2023
Balance at December 31, 2022$1,138 $381,788 $576,510 $(2,790)$(409,680)$8,602 $555,568 
Net earnings (loss)64,886 651 65,537 
Other comprehensive income332 332 
Adjustment for holdings in investment partnerships(239)(239)
Balance at March 31, 2023$1,138 $381,788 $641,396 $(2,458)$(409,919)$9,253 $621,198 
Net earnings (loss)1,936 (60)1,876 
Other comprehensive loss(322)(322)
Adjustment for holdings in investment partnerships(1,011)(1,011)
Purchases on noncontrolling interests3,806 (9,193)(5,387)
Balance at June 30, 2023$1,138 $385,594 $643,332 $(2,780)$(410,930)$— $616,354 
See accompanying Notes to Consolidated Financial Statements.
5
BIGLARI HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(dollars in thousands, except share and per share data)
Note 1. Summary of Significant Accounting Policies
Description of Business
The accompanying unaudited consolidated financial statements of Biglari Holdings Inc. 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 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, 2023.
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 June 30, 2024, Mr. Biglari beneficially owns shares of the Company that represent approximately 71.5% of the voting interest.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, including Steak n Shake Inc., Western Sizzlin Corporation, First Guard Insurance Company, Maxim Inc., Southern Pioneer Property & Casualty Insurance Company, Southern Oil Company and Abraxas Petroleum Corporation. Intercompany accounts and transactions have been eliminated in consolidation.
Note 2. 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.

6
Note 2. Earnings Per Share (continued)
The following table presents shares authorized, issued and outstanding on June 30, 2024 and December 31, 2023.
 June 30, 2024December 31, 2023
 Class AClass BClass AClass B
Common stock authorized500,000 10,000,000 500,000 10,000,000 
Common stock issued and outstanding206,864 2,068,640 206,864 2,068,640 

The Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. (Class B shares are economically equivalent to one-fifth of a Class A share.) The equivalent Class A common stock applied for computing earnings per share excludes the proportional shares of Biglari Holdings’ stock held by the investment partnerships. In the tabulation below is the weighted average equivalent Class A common stock for earnings per share.
Second QuarterFirst Six Months
2024202320242023
Equivalent Class A common stock outstanding620,592 620,592 620,592 620,592 
Proportional ownership of Company stock held by investment partnerships340,232 328,898 338,518 328,790 
Equivalent Class A common stock for earnings per share280,360 291,694 282,074 291,802 
Note 3. Investments
We classify investments in fixed maturity securities at the acquisition date as available-for-sale. Realized gains and losses on disposals of investments are determined on a specific identification basis. Dividends and interest earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.

Investment losses for the second quarter and first six months of 2024 were $2,729 and $1,016, respectively. Investment gains in the second quarter and first six months of 2023 were $353 and $3,991, respectively.
Note 4. 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 these shares 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. is the general partner of the investment partnerships. Biglari Capital Corp. is solely owned by Mr. Biglari.


7
Note 4. Investment Partnerships (continued)

The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below.
 Fair ValueCompany
Common Stock		Carrying Value
Partnership interest at December 31, 2023$472,772 $273,669 $199,103 
Investment partnership gains (losses)(12,645)45,260 (57,905)
Contributions (net of distributions)21,924 21,924 
Changes in proportionate share of Company stock held4,391 (4,391)
Partnership interest at June 30, 2024$482,051 $323,320 $158,731 
 Fair ValueCompany
Common Stock		Carrying Value
Partnership interest at December 31, 2022$383,004 $227,210 $155,794 
Investment partnership gains (losses)157,768 92,676 65,092 
Contributions (net of distributions)9,100 9,100 
Changes in proportionate share of Company stock held1,250 (1,250)
Partnership interest at June 30, 2023$549,872 $321,136 $228,736 
The carrying value of the investment partnerships net of deferred taxes is presented below.
 June 30,
2024		December 31, 2023
Carrying value of investment partnerships$158,731 $199,103 
Deferred tax liability related to investment partnerships(13,480)(27,896)
Carrying value of investment partnerships net of deferred taxes$145,251 $171,207 
We expect that a majority of the $13,480 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships.
The Company’s proportionate share of Company stock held by investment partnerships at cost was $420,733 and $416,342 at June 30, 2024 and December 31, 2023, respectively. 
The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock.  Fair value of our partnership interest is assessed according to our proportional ownership interest of the fair value of investments held by the investment partnerships. Unrealized gains and losses on marketable securities held by the investment partnerships affect our net earnings. 
Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below.
 Second QuarterFirst Six Months
 2024202320242023
Gains (losses) from investment partnerships$(79,890)$(7,496)$(57,905)$65,092 
Tax expense (benefit)(19,142)(1,997)(14,305)14,562 
Contribution to net earnings (loss)$(60,748)$(5,499)$(43,600)$50,530 
On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above an annual hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The total incentive reallocation from Biglari Holdings to Biglari Capital Corp. includes gains on the Company’s common stock. Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements.
There were no incentive reallocations accrued during the first six months of 2024 and 2023.
8
Note 4. Investment Partnerships (continued)

Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below.
 Equity in Investment Partnerships
 Lion FundLion Fund II
Total assets as of June 30, 2024$408,170 $331,486 
Total liabilities as of June 30, 2024$24,074 $179,033 
Revenue for the first six months of 2024$33,316 $(42,355)
Earnings for the first six months of 2024$32,417 $(48,207)
Biglari Holdings’ ownership interest as of June 30, 202490.2 %87.3 %
Total assets as of December 31, 2023$371,365 $373,302 
Total liabilities as of December 31, 2023$26,594 $185,024 
Revenue for the first six months of 2023$117,282 $68,060 
Earnings for the first six months of 2023$116,952 $63,273 
Biglari Holdings’ ownership interest as of June 30, 202388.8 %86.0 %
Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments.
Note 5. Property and Equipment
Property and equipment is composed of the following.
 June 30,
2024		December 31,
2023
Land$137,250 $139,897 
Buildings157,102 151,716 
Land and leasehold improvements150,879 149,795 
Equipment212,441 212,424 
Oil and gas properties153,063 145,065 
Construction in progress531 1,629 
 811,266 800,526 
Less accumulated depreciation, depletion, and amortization(430,188)(420,035)
Property and equipment, net$381,078 $380,491 
Depletion expense related to oil and gas properties was $4,227 and $5,386 during the first six months of 2024 and 2023, respectively.
The Company did not record an impairment to restaurant long-lived assets in the second quarter of 2024 but did record $833 in the second quarter of 2023. The Company recorded an impairment to restaurant long-lived assets related to underperforming stores of $107 and $1,609 in the first six months of 2024 and 2023, respectively.

Property and equipment held for sale of $1,137 and $773 are recorded in other assets as of June 30, 2024 and December 31, 2023, respectively. The assets classified as held for sale at June 30, 2024 include two properties owned by Steak n Shake, which were previously company-operated restaurants.

During the first six months of 2024, the Company sold former company-operated restaurants for a gain of $2,909. During the first six months of 2023, the Company sold former company-operated restaurants for a gain of $4,414 and Abraxas Petroleum sold its office building with no gain or loss recorded.
9

Note 6. 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.
 Goodwill
Goodwill at December 31, 2023
Goodwill $53,830 
Impairments prior to 2024(300)
53,530 
Impairment during the first six months of 2024(1,000)
Change in foreign exchange rates during the first six months of 2024(17)
Goodwill at June 30, 2024
$52,513 

Goodwill and indefinite-lived intangible asset impairment reviews include determining the estimated fair values of our reporting units and indefinite-lived intangible assets. The key assumptions and inputs used in such determinations may include forecasting revenues and expenses, cash flows and capital expenditures, as well as an appropriate discount rate and other inputs. Significant judgment by management is required in estimating the fair value of a reporting unit and in performing impairment reviews. Due to the inherent subjectivity and uncertainty in forecasting future cash flows and earnings over long periods of time, actual results may differ materially from the forecasts. If the carrying value of the indefinite-lived intangible asset exceeds fair value, the excess is charged to earnings as an impairment loss. If the carrying value of a reporting unit exceeds the estimated fair value of the reporting unit, then the excess, limited to the carrying amount of goodwill, will be charged to earnings as an impairment loss. There was no impairment recorded by Steak n Shake for goodwill during the first six months of 2024 or 2023. During the second quarter of 2024, we performed our annual assessment of our recoverability of goodwill related to Western Sizzlin and an impairment to goodwill of $1,000 was recorded. Western Sizzlin did not record an impairment for goodwill during the first six months of 2023. There was no impairment recorded for intangible assets during the first six months of 2024 and a $20 impairment was recorded in the first six months of 2023.
Other Intangible Assets
Intangible assets with indefinite lives are composed of the following.
 Trade NamesLease RightsTotal
Balance at December 31, 2023
Intangibles$15,876 $11,102 $26,978 
Impairments prior to 2024— (3,748)(3,748)
15,876 7,354 23,230 
Change in foreign exchange rates during the first six months of 2024— (203)(203)
Balance at June 30, 2024
$15,876 $7,151 $23,027 
Note 7. Restaurant Operations Revenues
Restaurant operations revenues were as follows.
 Second QuarterFirst Six Months
 2024202320242023
Net sales$40,815 $39,524 $79,550 $76,418 
Franchise partner fees18,149 19,070 35,907 36,982 
Franchise royalties and fees3,615 4,125 7,092 8,383 
Other1,896 1,772 3,922 3,837 
 $64,475 $64,491 $126,471 $125,620 
10
Note 7. Restaurant Operations Revenues (continued)
Net Sales
Net sales are composed of retail sales of food through company-operated stores. Company-operated store revenues are recognized, net of discounts and sales taxes, when our obligation to perform is satisfied 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 earnings as revenue.
Franchise Partner Fees
Franchise partner fees are composed of up to 15% of sales as well as 50% of profits. We are therefore fully affected by the operating results of the business, unlike in a traditional franchising arrangement, where the franchisor obtains a royalty fee based on sales only. We generate most of our revenue from our share of the franchise partners’ profits. An initial franchise fee of ten thousand dollars is recognized when the operator becomes a franchise partner. The Company recognizes franchise partner fees monthly as underlying restaurant sales occur.
The Company leases or subleases property and equipment to franchise partners under lease arrangements. Both real estate and equipment rental payments are charged to franchise partners and are recognized in accordance with ASC 842, “Leases”. During the second quarter of 2024 and 2023, restaurant operations recognized $5,780 and $5,763, respectively, in franchise partner fees related to rental income. During the first six months ended June 30, 2024 and June 30, 2023, restaurant operations recognized $11,485 and $11,338, respectively, in franchise partner fees related to rental income.
Franchise Royalties and Fees
Franchise royalties and fees from Steak n Shake and Western Sizzlin franchisees are based upon a percentage of sales of the franchise restaurant and are recognized as earned. Franchise royalties are billed on a monthly basis. Initial franchise fees when a new restaurant opens or at the start of a new franchise term are recorded as deferred revenue when received and recognized as revenue over the term of the franchise agreement.
Other Revenue
Restaurant operations sell 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 estimate 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.
Note 8. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses include the following.
 June 30,
2024		December 31,
2023
Accounts payable$25,809 $22,448 
Gift cards and other marketing5,391 7,089 
Insurance accruals2,116 2,565 
Compensation4,969 12,821 
Deferred revenue6,086 5,314 
Taxes payable11,167 11,050 
Oil and gas payable2,422 3,560 
Other2,166 1,896 
Accounts payable and accrued expenses$60,126 $66,743 

11

Note 9. Lines of Credit
Biglari Holdings Line of Credit
Biglari Holdings’ available line of credit is $30,000. The line of credit matures on September 12, 2024. The line of credit includes customary covenants, as well as financial maintenance covenants. There was no balance on the line of credit on June 30, 2024, or December 31, 2023.

Western Sizzlin Revolver
Western Sizzlin’s available line of credit is $500. As of June 30, 2024, Western Sizzlin had a balance of $50 under its revolver. As of December 31, 2023, there was no debt outstanding under its revolver.

Note 10. Unpaid Losses and Loss Adjustment Expenses
Our liabilities for unpaid losses and loss adjustment expenses (also referred to as “claim liabilities”) under insurance contracts are based upon estimates of the ultimate claim costs associated with claim occurrences as of the balance sheet date and include estimates for incurred-but-not-reported (“IBNR”) claims. A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the six month periods ended June 30, 2024 and 2023 follows.
June 30,
2024		June 30,
2023
Balances at beginning of year:
Gross liabilities$16,105 $17,520 
Reinsurance recoverable on unpaid losses(937)(715)
Net liabilities15,168 16,805 
Incurred losses and loss adjustment expenses:
Current accident year23,539 19,984 
Prior accident years(1,330)(3,016)
Total22,209 16,968 
Paid losses and loss adjustment expenses:
Current accident year16,653 14,426 
Prior accident years5,029 4,667 
Total21,682 19,093 
Balances at June 30:
Net liabilities15,695 14,680 
Reinsurance recoverable on unpaid losses272 1,150 
Gross liabilities$15,967 $15,830 
We recorded net reductions of estimated ultimate liabilities for prior accident years of $1,330 and $3,016 in the first six months of 2024 and 2023, respectively, which produced corresponding reductions in incurred losses and loss adjustment expenses in those periods. These reductions as a percentage of the net liabilities at the beginning of each year were 8.8% in 2024 and 17.9% in 2023.

12
Note 11. Lease Assets and Obligations
Lease obligations include the following.
Current portion of lease obligationsJune 30,
2024		December 31,
2023
Finance lease liabilities$1,274 $1,258 
Finance obligations4,479 4,826 
Operating lease liabilities8,653 8,771 
Total current portion of lease obligations$14,406 $14,855 
Long-term lease obligations
Finance lease liabilities$3,328 $3,581 
Finance obligations61,098 56,471 
Operating lease liabilities28,480 26,337 
Total long-term lease obligations$92,906 $86,389 
Nature of Leases
Steak n Shake and Western Sizzlin operate restaurants that are located on sites owned by us or leased from third parties. In addition, they own sites and lease sites from third parties that are leased and/or subleased to franchisees.
Lease Costs
A significant portion of our operating and finance lease portfolio includes restaurant locations. We recognize fixed lease expense for operating leases on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the right-of-use asset and interest expense on the lease liability over the lease term.
Total lease cost consists of the following.
Second QuarterFirst Six Months
2024202320242023
Finance lease costs:
Amortization of right-of-use assets$221 $242 $447 $484 
Interest on lease liabilities83 86 167 177 
Operating and variable lease costs2,948 3,081 5,777 6,248 
Sublease income(2,986)(3,054)(5,975)(6,145)
Total lease costs$266 $355 $416 $764 
Supplemental cash flow information related to leases is as follows.
 First Six Months
 20242023
Cash paid for amounts included in the measurement of lease liabilities:  
Financing cash flows from finance leases$621 $636 
Operating cash flows from finance leases$167 $177 
Operating cash flows from operating leases$5,409 $6,689 






13
Note 11. Lease Assets and Obligations (continued)
Supplemental balance sheet information related to leases is as follows.
June 30,
2024		December 31,
2023
Finance leases:
Property and equipment, net$3,423 $3,574 
Weighted-average lease terms and discount rates are as follows.
June 30,
2024
Weighted-average remaining lease terms:
Finance leases4.62 years
Operating leases6.00 years
Weighted-average discount rates:
Finance leases7.0 %
Operating leases7.0 %
Maturities of lease liabilities as of June 30, 2024 are as follows.
YearOperating
Leases		Finance
Leases
Remainder of 2024$5,636 $756 
202510,198 1,486 
20267,709 1,163 
20275,337 828 
20284,518 437 
After 202811,849 729 
Total lease payments45,247 5,399 
Less interest8,114 797 
Total lease liabilities$37,133 $4,602 
Lease Income
The components of lease income recorded in restaurant operations are as follows.
Second QuarterFirst Six Months
2024202320242023
Operating lease income$4,236 $4,044 $8,417 $8,129 
Variable lease income1,824 1,921 3,623 3,705 
Total lease income$6,060 $5,965 $12,040 $11,834 








14
Note 11. Lease Assets and Obligations (continued)
The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2024. Franchise partner leases and subleases are short-term leases and have been excluded from the table.

Operating Leases
YearSubleasesOwned Properties
Remainder of 2024$292 $198 
2025544 404 
2026225 407 
2027206 415 
202886 424 
After 2028— 2,435 
Total future minimum receipts$1,353 $4,283 
Note 12. Income Taxes
In determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first six months of 2024 and 2023. Our periodic effective income tax rate is affected by the relative mix of pre-tax earnings or losses and underlying income tax rates applicable to the various taxing jurisdictions.
Income tax benefit for the second quarter of 2024 was $14,725 compared to an income tax expense of $1,018 for the second quarter of 2023.  Income tax benefit for the first six months of 2024 was $7,909 compared to an income tax expense of $20,756 for the first six months of 2023. The variance in income taxes between 2024 and 2023 is attributable to taxes on income generated by the investment partnerships.  Investment partnership pre-tax losses were $79,890 during the second quarter of 2024 compared to pre-tax losses of $7,496 during the second quarter of 2023. Investment partnership pre-tax losses were $57,905 during the first six months of 2024 compared to pre-tax gains of $65,092 during the first six months of 2023. 
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 flow.
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
15
Note 14. Fair Value of Financial Assets (continued)
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 sheets:
Cash equivalents: Cash equivalents primarily consist of money market funds which are classified as Level 1 of the fair value hierarchy.
Equity securities: The Company’s investments in equity securities are classified as Level 1 of the fair value hierarchy. 
Bonds: The Company’s investments in bonds consist of both corporate and government debt. Bonds are classified as Level l of the fair value hierarchy.
As of June 30, 2024 and December 31, 2023, the fair values of financial assets were as follows.
June 30, 2024December 31, 2023
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash equivalents$4,780 $— $— $4,780 $2,374 $— $— $2,374 
Equity securities
Consumer goods26,190 — — 26,190 26,660 — — 26,660 
Other4,916 — — 4,916 3,171 — — 3,171 
Bonds
Government62,156 — — 62,156 61,536 — — 61,536 
Corporate799 — — 799 3,199 — — 3,199 
Total assets at fair value$98,841 $— $— $98,841 $96,940 $— $— $96,940 
There were no changes in our valuation techniques used to measure fair values on a recurring basis.
Note 15. Related Party Transactions
Service Agreement
The Company is party to a service agreement with Biglari Enterprises LLC (“Biglari Enterprises”) under which Biglari Enterprises provides business and administrative related services to the Company. Biglari Enterprises is owned by Mr. Biglari.

The Company paid Biglari Enterprises $4,800 in service fees during the first six months of 2024 and $4,200 during the first six months of 2023. The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp.  
Incentive Agreement
The Incentive Agreement establishes a performance-based annual incentive payment for Mr. Biglari contingent upon the growth in adjusted equity in each year attributable to our operating businesses. In order for Mr. Biglari to receive any incentive, our operating businesses must achieve an annual increase in shareholders’ equity in excess of 6% (the “hurdle rate”) above the previous highest level (the “high-water mark”). Mr. Biglari will receive 25% of any incremental book value created above the high-water mark plus the hurdle rate.
16
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 include Steak n Shake and Western Sizzlin. Our insurance operations include First Guard and Southern Pioneer.  Our oil and gas operations include Southern Oil and Abraxas Petroleum. The Company also reports segment information for Maxim. Other business activities not specifically identified with reportable business segments are presented in corporate. 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.
A disaggregation of our consolidated data for the second quarters and first six months of 2024 and 2023 is presented in the tables which follow.
Revenues
Second QuarterFirst Six Months
2024202320242023
Operating Businesses:
Restaurant Operations:
Steak n Shake$61,711 $61,577 $121,065 $120,064 
Western Sizzlin2,764 2,914 5,406 5,556 
Total Restaurant Operations64,475 64,491 126,471 125,620 
Insurance Operations:
Underwriting
First Guard9,494 9,215 18,804 18,114 
Southern Pioneer6,797 6,756 13,409 12,621 
Investment income and other1,403 1,576 3,214 3,041 
Total Insurance Operations17,694 17,547 35,427 33,776 
Oil and Gas Operations:
Abraxas Petroleum4,992 5,931 10,860 13,183 
Southern Oil3,679 4,810 7,321 9,781 
Total Oil and Gas Operations8,671 10,741 18,181 22,964 
Maxim301 761 513 1,356 
$91,141 $93,540 $180,592 $183,716 


17
Note 16. Business Segment Reporting (continued)
 Earnings (Losses) Before Income Taxes
 Second QuarterFirst Six Months
 2024202320242023
Operating Businesses:
Restaurant Operations:
Steak n Shake$5,509 $8,634 $9,746 $15,959 
Western Sizzlin256 593 897 1,065 
Total Restaurant Operations5,765 9,227 10,643 17,024 
Insurance Operations:
Underwriting:
First Guard1,331 3,154 2,131 5,016 
Southern Pioneer(785)(451)(726)(562)
Investment income and other1,304 1,265 2,691 2,301 
Total Insurance Operations1,850 3,968 4,096 6,755 
Oil and Gas Operations:
Abraxas Petroleum17,414 1,845 18,801 3,054 
Southern Oil(63)1,045 16 1,939 
Total Oil and Gas Operations17,351 2,890 18,817 4,993 
Maxim(255)208 (609)330 
Interest expense not allocated to segments(42)(40)(42)(207)
Total Operating Businesses24,669 16,253 32,905 28,895 
Goodwill impairment(1,000)— (1,000)— 
Corporate and other(3,965)(6,216)(6,504)(9,809)
Investment gains (losses)(2,729)353 (1,016)3,991 
Investment partnership gains (losses)(79,890)(7,496)(57,905)65,092 
 $(62,915)$2,894 $(33,520)$88,169 
18

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations 
(dollars in thousands except per share data)
Overview
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. 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 June 30, 2024, Mr. Biglari beneficially owns shares of the Company that represent approximately 71.5% of the voting interest.
Net earnings (loss) attributable to Biglari Holdings Inc. shareholders are disaggregated in the table that follows. Amounts are recorded after deducting income taxes. 
 Second QuarterFirst Six Months
 2024202320242023
Operating businesses:  
Restaurant$4,244 $6,935 $7,717 $12,775 
Insurance1,454 3,132 3,192 5,301 
Oil and gas13,369 2,150 14,518 3,820 
Brand licensing(193)156 (458)247 
Interest expense(32)(31)(32)(160)
Total operating businesses18,842 12,342 24,937 21,983 
Goodwill impairment(1,000)— (1,000)— 
Corporate and other(3,125)(5,243)(5,121)(8,241)
Investment partnership gains (losses)(60,748)(5,499)(43,600)50,530 
Investment gains (losses)(2,159)276 (827)3,141 
Net earnings (loss)(48,190)1,876 (25,611)67,413 
Earnings (loss) attributable to noncontrolling interest— (60)— 591 
Net earnings (loss) attributable to Biglari Holdings Inc. shareholders$(48,190)$1,936 $(25,611)$66,822 
19

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Restaurants
Our restaurant businesses, which include Steak n Shake and Western Sizzlin, comprise 477 company-operated and franchise restaurants as of June 30, 2024.
Steak n ShakeWestern Sizzlin
 Company-
operated		Franchise
Partner		Traditional
Franchise		Company-
operated		FranchiseTotal
Total stores as of December 31, 2023
148 181 128 3 32 492 
Corporate stores transitioned(1)1 — — — — 
Net restaurants opened (closed)(5)— (8)— (2)(15)
Total stores as of June 30, 2024
142 182 120 3 30 477 
Total stores as of December 31, 2022
177 175 154 3 36 545 
Corporate stores transitioned(2)2 — — — — 
Net restaurants opened (closed)(8)— (16)— — (24)
Total stores as of June 30, 2023
167 177 138 3 36 521 
As of June 30, 2024, 15 of the 142 company-operated Steak n Shake stores were closed. Steak n Shake plans to sell or lease 8 of the 15 locations and refranchise the balance.


20

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Restaurant operations are summarized below.
Second QuarterFirst Six Months
2024202320242023
Revenue
Net sales$40,815 $39,524 $79,550 $76,418 
Franchise partner fees18,149 19,070 35,907 36,982 
Franchise royalties and fees3,615 4,125 7,092 8,383 
Other revenue1,896 1,772 3,922 3,837 
Total revenue64,475 64,491 126,471 125,620 
Restaurant cost of sales
Cost of food12,357 30.3 %11,702 29.6 %23,331 29.3 %22,150 29.0 %
Labor costs12,992 31.8 %12,175 30.8 %25,536 32.1 %23,885 31.3 %
Occupancy and other11,537 28.3 %11,051 28.0 %22,440 28.2 %21,631 28.3 %
Total cost of sales36,886 34,928 71,307 67,666 
Selling, general and administrative
General and administrative13,016 20.2 %10,790 16.7 %24,746 19.6 %21,253 16.9 %
Marketing2,857 4.4 %3,294 5.1 %5,802 4.6 %6,247 5.0 %
Other expenses (income) (2,208)(3.4)%(2,689)(4.2)%(2,442)(1.9)%(4,301)(3.4)%
Total selling, general and administrative13,665 21.2 %11,395 17.7 %28,106 22.2 %23,199 18.5 %
Impairments— — %853 1.3 %107 0.1 %1,629 1.3 %
Depreciation and amortization6,810 10.6 %6,787 10.5 %13,645 10.8 %13,494 10.7 %
Interest on finance leases and obligations1,349 1,301 2,663 2,608 
Earnings before income taxes5,765 9,227 10,643 17,024 
Income tax expense1,521 2,292 2,926 4,249 
Contribution to net earnings$4,244 $6,935 $7,717 $12,775 
Cost of food, labor costs, and occupancy and other costs are expressed as a percentage of net sales. 
General and administrative, marketing, other expenses, impairments, and depreciation are expressed as a percentage of total revenue.

Net sales for the second quarter and first six months of 2024 were $40,815 and $79,550, respectively, representing an increase of $1,291 or 3.3% and $3,132 or 4.1%, compared to the second quarter and first six months of 2023, respectively. The increase in net sales was primarily due to an increase in Steak n Shake’s same-store sales of 7.0% during the second quarter of 2024.

For company-operated units, sales to the end customer are recorded as revenue generated by the Company, but for franchise partner units, only our share of the restaurant’s profits, along with certain fees, are recorded as revenue. Because we derive most of our revenue from our share of the profits, revenue will decline as we transition from company-operated units to franchise partner units.

21

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Our franchise partner fees were $18,149 during the second quarter of 2024, as compared to $19,070 during the second quarter of 2023. Franchise partner fees were $35,907 and $36,982 during the first six months of 2024 and 2023, respectively. As of June 30, 2024 and June 30, 2023, there were 182 and 177 franchise partner units, respectively. Included in franchise partner fees were $5,780 and $5,763 of rental income during the second quarter of 2024 and 2023, respectively, and $11,485 and $11,338 during the first six months of 2024 and 2023, respectively. Franchise partners rent buildings and equipment from Steak n Shake. Our share of franchise partner fees was lower primarily because our franchise partners’ food and labor expenses were higher during the first six months of 2024 as compared to the first six months of 2023.
The franchise royalties and fees generated by the traditional franchising business were $3,615 during the second quarter of 2024, as compared to $4,125 during the second quarter of 2023. Franchise royalties and fees during the first six months of 2024 were $7,092 as compared to $8,383 during the first six months of 2023. There were 120 Steak n Shake traditional units open on June 30, 2024, as compared to 138 units open on June 30, 2023. The decrease in franchise royalties and fees was primarily due to fewer traditional units open during 2024.
The cost of food at company-operated units during the second quarter of 2024 was $12,357 or 30.3% of net sales, as compared to $11,702 or 29.6% of net sales during the second quarter of 2023. The cost of food at company-operated units during the first six months of 2024 was $23,331 or 29.3% of net sales, as compared to $22,150 or 29.0% of net sales during the first six months of 2023. Cost of food expressed as a percentage of net sales remained relatively consistent.

Labor costs at company-operated restaurants during the second quarter of 2024 were $12,992 or 31.8% of net sales, as compared to $12,175 or 30.8% of net sales in the second quarter of 2023. Labor costs at company-operated restaurants during the first six months of 2024 were $25,536 or 32.1% of net sales, as compared to $23,885 or 31.3% of net sales in 2023. Labor costs expressed as a percentage of net sales increased during 2024 compared to 2023 primarily due to an increase in store level managers in Steak n Shake company-operated restaurants.
General and administrative expenses during the second quarter of 2024 were $13,016 or 20.2% of total revenue, as compared to $10,790 or 16.7% of total revenue in the second quarter of 2023. General and administrative expenses during the first six months of 2024 were $24,746 or 19.6% of total revenue, as compared to $21,253 or 16.9% of total revenue in the first six months of 2023. The increase in general and administrative expenses was mainly attributable to higher personnel costs at Steak n Shake.
The Company recorded $853 of impairment charges in the second quarter of 2023 and $107 and $1,629 in the first six months of 2024 and 2023, respectively, related to underperforming stores.
Interest on obligations under leases was $2,663 during 2024 versus $2,608 during 2023.
Other income was $2,442 during 2024 versus $4,301 during 2023. During 2024, Western Sizzlin received a settlement of $450. During 2024, Steak n Shake sold three properties for a gain of $1,957 and sold four properties for a gain of $4,414 during 2023.

22

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
To better convey the performance of the franchise partnership model, the table below shows the underlying sales, cost of food, labor costs, and other restaurant costs of the franchise partners. We believe the franchise partner information is useful to readers, as they have a direct effect on Steak n Shake’s profitability.
Second QuarterFirst Six Months
2024202320242023
Revenue
Net sales and other$83,470 $83,009 $164,258 $160,961 
Restaurant cost of sales
Cost of food$24,840 29.8 %$23,098 27.8 %$48,010 29.2 %$43,969 27.3 %
Labor costs22,305 26.7 %22,000 26.5 %44,070 26.8 %42,940 26.7 %
Occupancy and other17,163 20.6 %16,290 19.6 %33,941 20.7 %32,157 20.0 %
Total cost of sales$64,308 $61,388 $126,021 $119,066 

The Company’s consolidated financial statements do not include data in the table above. Figures are shown for information purposes only.
Insurance
We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO, Sardar Biglari. Our business units are operated under separate local management. Biglari Holdings’ insurance operations consist of First Guard and Southern Pioneer.
Underwriting results of our insurance operations are summarized below.
Second QuarterFirst Six Months
2024202320242023
Underwriting gain attributable to:
First Guard$1,331 $3,155 $2,131 $5,017 
Southern Pioneer(785)(451)(726)(562)
Pre-tax underwriting gain546 2,704 1,405 4,455 
Income tax expense115 568 295 936 
Net underwriting gain$431 $2,136 $1,110 $3,519 

23

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Earnings of our insurance operations are summarized below.
Second QuarterFirst Six Months
2024202320242023
Premiums earned$16,291 $15,971 $32,213 $30,735 
Insurance losses10,962 8,372 21,840 16,968 
Underwriting expenses4,783 4,895 8,968 9,312 
Pre-tax underwriting gain546 2,704 1,405 4,455 
Other income and expenses 
Investment income955 752 1,870 1,337 
Other income (expenses)349 512 821 963 
Total other income1,304 1,264 2,691 2,300 
Earnings before income taxes1,850 3,968 4,096 6,755 
Income tax expense396 836 904 1,454 
Contribution to net earnings$1,454 $3,132 $3,192 $5,301 

Insurance premiums and other on the consolidated statement of earnings includes premiums earned, investment income, other income, and commissions.

First Guard

First Guard is a direct underwriter of commercial truck insurance, selling physical damage and nontrucking liability insurance to truckers. First Guard’s insurance products are marketed primarily through direct response methods via the Internet or by telephone. First Guard’s cost-efficient direct response marketing methods enable it to be a low-cost insurer. A summary of First Guard’s underwriting results follows.
Second QuarterFirst Six Months
2024202320242023
Amount%Amount%Amount%Amount%
Premiums earned$9,494 100.0 %$9,215 100.0 %$18,804 100.0 %$18,114 100.0 %
Insurance losses6,161 64.9 %4,254 46.2 %12,936 68.8 %9,498 52.4 %
Underwriting expenses2,002 21.1 %1,806 19.6 %3,737 19.9 %3,599 19.9 %
Total losses and expenses8,163 86.0 %6,060 65.8 %16,673 88.7 %13,097 72.3 %
Pre-tax underwriting gain$1,331 $3,155 $2,131 $5,017 

First Guard produced an underwriting gain in the second quarter and first six months of 2024, despite having a higher ratio of losses and loss adjustment expenses to premiums earned (64.9% in the second quarter and 68.8% in the first six months) than it had in 2023 (46.2% in the second quarter and 52.4% in the first six months).


24

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Southern Pioneer

Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance. A summary of Southern Pioneer’s underwriting results follows.

Second QuarterFirst Six Months
2024202320242023
Amount%Amount%Amount%Amount%
Premiums earned$6,797 100.0 %$6,756 100.0 %$13,409 100.0 %$12,621 100.0 %
Insurance losses4,801 70.6 %4,118 61.0 %8,904 66.4 %7,470 59.2 %
Underwriting expenses2,781 40.9 %3,089 45.7 %5,231 39.0 %5,713 45.3 %
Total losses and expenses7,582 111.5 %7,207 106.7 %14,135 105.4 %13,183 104.5 %
Pre-tax underwriting gain (loss)$(785)$(451)$(726)$(562)
Southern Pioneer’s ratio of losses and loss adjustment expenses to premiums earned was 70.6% during the second quarter of 2024 as compared to 61.0% during the second quarter of 2023 and 66.4% during the first six months of 2024 as compared to 59.2% during the first six months of 2023.
A summary of net investment income attributable to our insurance operations follows.

Second QuarterFirst Six Months
2024202320242023
Interest, dividends and other investment income:
First Guard$533 $431 $1,103 $818 
Southern Pioneer422 321 767 519 
Pre-tax investment income955 752 1,870 1,337 
Income tax expense201 158 393 281 
Net investment income$754 $594 $1,477 $1,056 
We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
25

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Oil and Gas
A summary of revenues and earnings of our oil and gas operations follows.
Second QuarterFirst Six Months
2024202320242023
Oil and gas revenues$8,671 $10,741 $18,181 $22,964 
Oil and gas production costs4,282 3,512 8,781 8,983 
Depreciation, depletion and accretion1,878 2,901 4,670 5,751 
Gain on sale of properties(16,165)— (16,646)— 
General and administrative expenses1,325 1,438 2,559 3,237 
Earnings before income taxes17,351 2,890 18,817 4,993 
Income tax expense3,982 740 4,299 1,173 
Contribution to net earnings$13,369 $2,150 $14,518 $3,820 
Our oil and gas business is highly dependent on oil and natural gas prices. The lower natural gas prices and lower production during 2024 caused decreases in revenues and production costs. Production decreases were primarily because several gas wells were shut-in along with the natural depletion of oil and gas reserves.
During the first six months of 2024, Abraxas Petroleum recorded a gain of $16,646 as a result of selling undeveloped reserves to an unaffiliated party whose aim is to conduct development activities; however, Abraxas Petroleum will not be required to fund any exploration expenditures on its undeveloped properties. During the third quarter of 2023, Abraxas Petroleum entered into a similar royalty-based arrangement on its undeveloped properties.
Abraxas Petroleum
Abraxas Petroleum operates oil and gas properties in the Permian Basin of West Texas. Earnings for Abraxas Petroleum are summarized below.
Second QuarterFirst Six Months
2024202320242023
Oil and gas revenues$4,992 $5,931 $10,860 $13,183 
Oil and gas production costs2,266 1,644 5,085 4,775 
Depreciation, depletion and accretion781 1,733 2,328 3,399 
Gain on sale of properties(16,165)— (16,646)— 
General and administrative expenses696 709 1,292 1,955 
Earnings before income taxes17,414 1,845 18,801 3,054 
Income tax expense4,013 424 4,332 702 
Contribution to net earnings $13,401 $1,421 $14,469 $2,352 


26

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Southern Oil
Southern Oil primarily operates oil and natural gas properties offshore in the shallow waters of the Gulf of Mexico.  Earnings for Southern Oil are summarized below.
Second QuarterFirst Six Months
2024202320242023
Oil and gas revenues$3,679 $4,810 $7,321 $9,781 
Oil and gas production costs2,016 1,868 3,696 4,208 
Depreciation, depletion and accretion1,097 1,168 2,342 2,352 
General and administrative expenses629 729 1,267 1,282 
Earnings (loss) before income taxes(63)1,045 16 1,939 
Income tax expense (benefit) (31)316 (33)471 
Contribution to net earnings (loss) $(32)$729 $49 $1,468 

Brand Licensing
Maxim’s business lies principally in licensing and media. Earnings of operations are summarized below.
Second QuarterFirst Six Months
2024202320242023
Licensing and media revenue$301 $761 $513 $1,356 
Licensing and media costs523 499 1,026 951 
General and administrative expenses33 54 96 75 
Earnings (loss) before income taxes(255)208 (609)330 
Income tax expense (benefit)(62)52 (151)83 
Contribution to net earnings (loss)$(193)$156 $(458)$247 
Licensing revenue was lower during 2024 as compared to 2023 primarily due to fewer licensing events in the first six months of 2024.
We acquired Maxim with the idea of transforming its business model.  The magazine developed the Maxim brand, a franchise we are utilizing to generate nonmagazine revenue, notably through licensing, a cash-generating business related to consumer products, services, and events.
Investment Gains and Investment Partnership Gains
Investment losses net of tax for the second quarter of 2024 were $2,159 as compared to investment gains net of tax for the second quarter of 2023 of $276. Investment losses net of tax for the first six months of 2024 were $827 as compared to investment gains net of tax for the first six months of 2023 of $3,141. Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Earnings (loss) from our investments in partnerships are summarized below.
 Second QuarterFirst Six Months
 2024202320242023
Investment partnership gains (losses)$(79,890)$(7,496)$(57,905)$65,092 
Tax expense (benefit)(19,142)(1,997)(14,305)14,562 
Contribution to net earnings (loss)$(60,748)$(5,499)$(43,600)$50,530 
27

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Investment partnership gains include gains/losses from changes in market values of underlying investments and dividends earned by the partnerships.  Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings.  
The investment partnerships hold the Company’s common stock as investments. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company’s consolidated financial results.
Investment gains and losses in 2024 and 2023 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our quarterly and annual results.
Interest Expense
The Company’s interest expense is summarized below.
 Second QuarterFirst Six Months
 2024202320242023
Interest expense on notes payable$42 $40 $42 $207 
Tax benefit10 9 10 47 
Interest expense net of tax$32 $31 $32 $160 

On September 13, 2022, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $30,000. There was no balance on the line of credit on June 30, 2024, or December 31, 2023.
Corporate and Other
Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses during the second quarter and first six months of 2024 decreased as compared to the same periods in 2023 because of lower incentive fees accrued.
Income Taxes
Income tax benefit for the second quarter of 2024 was $14,725 compared to income tax expense of $1,018 for the second quarter of 2023. Income tax benefit for the first six months of 2024 was $7,909 compared to income tax expense of $20,756 for the first six months of 2023. The variance in income taxes between 2024 and 2023 is attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax losses were $79,890 during the second quarter of 2024 compared to pre-tax losses of $7,496 during the second quarter of 2023. Investment partnership pre-tax losses were $57,905 during the first six months of 2024 compared to pre-tax gains of $65,092 during the first six months of 2023.
Financial Condition
Consolidated cash and investments are summarized below.
 June 30,
2024		December 31, 2023
Cash and cash equivalents$26,897 $28,066 
Investments93,619 91,879 
Fair value of interest in investment partnerships482,051 472,772 
Total cash and investments602,567 592,717 
Less: portion of Company stock held by investment partnerships(323,320)(273,669)
Carrying value of cash and investments on balance sheet$279,247 $319,048 
Unrealized gains/losses of Biglari Holdings’ stock held by the investment partnerships are eliminated in the Company’s consolidated financial results.
28

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued)
Liquidity
Our balance sheet continues to maintain significant liquidity.  Consolidated cash flow activities are summarized below.
 First Six Months
 20242023
Net cash provided by operating activities$20,910 $31,518 
Net cash used in investing activities(19,586)(28,474)
Net cash used in financing activities(2,691)(9,478)
Effect of exchange rate changes on cash(7)98 
Decrease in cash, cash equivalents and restricted cash$(1,374)$(6,336)
In 2024, cash from operating activities decreased by $10,608 as compared to 2023. The change was primarily attributable to a decrease in cash flows from Steak n Shake’s operations.
Cash used in investing activities decreased during 2024 by $8,888 as compared to 2023 primarily due to an increase in proceeds from property and equipment disposals.
Cash used in financing activities decreased during 2024 by $6,787 as compared to 2023 primarily due to principal payments on the Company’s line of credit in 2023.
Biglari Holdings Line of Credit
Biglari Holdings line of credit is $30,000. The line of credit matures on September 12, 2024. The line of credit includes customary covenants, as well as financial maintenance covenants. As of June 30, 2024, we were in compliance with all covenants. There was no balance on the line of credit on June 30, 2024, or December 31, 2023.
Western Sizzlin Revolver
Western Sizzlin’s available line of credit is $500. As of June 30, 2024, Western Sizzlin had a balance of $50 under its revolver. As of December 31, 2023, there was no debt outstanding under its revolver.
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Certain accounting policies require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized in our consolidated financial statements from such estimates are necessarily based on numerous assumptions involving varying and potentially significant degrees of judgment and uncertainty. Accordingly, the amounts currently reflected in our consolidated financial statements will likely increase or decrease in the future as additional information becomes available.  There have been no material changes to critical accounting policies previously disclosed in our annual report on Form 10-K for the year ended December 31, 2023.
Recently Issued Accounting Pronouncements
No recently issued accounting pronouncements were applicable for this Quarterly Report on Form 10-Q.

29

Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements include estimates of future revenues, cash flows, capital expenditures, or other financial items, and assumptions underlying any of the foregoing. Forward-looking statements reflect management’s current expectations regarding future events and use words such as “anticipate,” “believe,” “expect,” “may,” and other similar terminology. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. Investors should not place undue reliance on the forward-looking statements, which speak only as of the date of this report. These forward-looking statements are all based on currently available operating, financial, and competitive information and are subject to various risks and uncertainties. Our actual future results and trends may differ materially depending on a variety of factors, many beyond our control, including, but not limited to, the risks and uncertainties described in Item 1A, Risk Factors of our annual report on Form 10-K and Item 1A of this report. We undertake no obligation to publicly update or revise them, except as may be required by law.
30

Item 3.     Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4.     Controls and Procedures
Based on an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our Chief Executive Officer and Controller have concluded that our disclosure controls and procedures were effective as of June 30, 2024.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information in response to this Item is included in Note 13 to the Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q and is incorporated herein by reference.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors as previously disclosed in Item 1A to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
31

ITEM 6. EXHIBITS
Exhibit NumberDescription
101Interactive Data Files.
104Cover page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
_________________
*Furnished herewith.

32

SIGNATURES
Pursuant to the requirements 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.
Biglari Holdings Inc.
Date: August 9, 2024By:
/s/ BRUCE LEWIS
Bruce Lewis
Controller

33

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