Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-38477 | |
Entity Registrant Name | BIGLARI HOLDINGS INC. | |
Entity Incorporation, State or Country Code | IN | |
Entity Tax Identification Number | 82-3784946 | |
Entity Address, Address Line One | 19100 Ridgewood Parkway, | |
Entity Address, Address Line Two | Suite 1200 | |
Entity Address, City or Town | San Antonio, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78259 | |
City Area Code | 210 | |
Local Phone Number | 344-3400 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001726173 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Common Class A | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class A Common Stock, no par value | |
Trading Symbol | BH.A | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 206,864 | |
Common Class B | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Class B Common Stock, no par value | |
Trading Symbol | BH | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 2,068,640 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 30,881 | $ 37,467 |
Investments | 88,259 | 69,466 |
Receivables | 22,582 | 29,375 |
Inventories | 3,597 | 3,851 |
Other current assets | 7,757 | 10,495 |
Total current assets | 153,076 | 150,654 |
Property and equipment | 388,777 | 400,725 |
Operating lease assets | 33,678 | 34,739 |
Goodwill and other intangible assets | 76,656 | 76,550 |
Investment partnerships | 228,736 | 155,794 |
Other assets | 9,073 | 10,012 |
Total assets | 889,996 | 828,474 |
Current liabilities: | ||
Accounts payable and accrued expenses | 73,376 | 78,616 |
Loss and loss adjustment expenses | 14,680 | 16,805 |
Unearned premiums | 14,320 | 12,495 |
Current portion of lease obligations | 15,470 | 16,981 |
Line of credit | 3,600 | 10,000 |
Total current liabilities | 121,446 | 134,897 |
Lease obligations | 89,599 | 91,844 |
Deferred taxes | 48,201 | 31,343 |
Asset retirement obligations | 14,297 | 14,068 |
Other liabilities | 99 | 754 |
Total liabilities | 273,642 | 272,906 |
Shareholders’ equity | ||
Common stock | 1,138 | 1,138 |
Additional paid-in capital | 385,594 | 381,788 |
Retained earnings | 643,332 | 576,510 |
Accumulated other comprehensive loss | (2,780) | (2,790) |
Treasury stock, at cost | (410,930) | (409,680) |
Biglari Holdings Inc. shareholders’ equity | 616,354 | 546,966 |
Noncontrolling interests | 0 | 8,602 |
Total shareholders’ equity | 616,354 | 555,568 |
Total liabilities and shareholders’ equity | $ 889,996 | $ 828,474 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues | |||||
Total revenues | $ 93,540 | $ 92,367 | $ 183,716 | $ 177,739 | |
Costs and expenses | |||||
Restaurant cost of sales | 34,928 | 35,955 | 67,666 | 71,307 | |
Insurance losses and underwriting expenses | 13,267 | 13,793 | 26,280 | 27,567 | |
Oil and gas production costs | 3,512 | 3,843 | 8,983 | 7,662 | |
Licensing and media costs | 499 | 677 | 951 | 1,630 | |
Selling, general and administrative | 19,009 | 16,582 | 36,272 | 32,806 | |
Impairments | 853 | 20 | 1,629 | 20 | |
Depreciation, depletion, and amortization | 10,094 | 7,800 | 20,034 | 15,671 | |
Interest expense on leases | 1,301 | 1,385 | 2,608 | 2,797 | |
Interest expense on borrowings | 40 | 0 | 207 | 0 | |
Total cost and expenses | 83,503 | 80,055 | 164,630 | 159,460 | |
Other income | |||||
Investment gains (losses) | 353 | (3,560) | 3,991 | (3,335) | |
Investment partnership gains (losses) | (7,496) | (105,241) | 65,092 | (111,902) | |
Total other income (expenses) | (7,143) | (108,801) | 69,083 | (115,237) | |
Earnings (loss) before income taxes | 2,894 | (96,489) | 88,169 | (96,958) | |
Income tax expense (benefit) | 1,018 | (22,709) | 20,756 | (22,880) | |
Net earnings (loss) | 1,876 | (73,780) | 67,413 | (74,078) | |
Earnings attributable to noncontrolling interest | (60) | 0 | 591 | 0 | |
Net earnings (loss) attributable to Biglari Holdings Inc. shareholders | 1,936 | (73,780) | 66,822 | (74,078) | |
Restaurant operations | |||||
Revenues | |||||
Total revenues | 64,491 | 60,324 | 125,620 | 120,171 | |
Insurance premiums and other | |||||
Revenues | |||||
Total revenues | 17,547 | 16,354 | 33,776 | 31,433 | |
Oil and gas | |||||
Revenues | |||||
Total revenues | 10,741 | 14,440 | 22,964 | 24,252 | |
Licensing and media | |||||
Revenues | |||||
Total revenues | $ 761 | $ 1,249 | $ 1,356 | $ 1,883 | |
Common Class A | |||||
Earnings Per Share [Abstract] | |||||
Net earnings (loss) per average equivalent Class A share, basic (in dollars per share) | [1] | $ 6.64 | $ (244.37) | $ 229 | $ (244.29) |
Net earnings (loss) per average equivalent Class A share, diluted (in dollars per share) | [1] | 6.64 | (244.37) | 229 | (244.29) |
Common Class B | |||||
Earnings Per Share [Abstract] | |||||
Net earnings (loss) per average equivalent Class A share, basic (in dollars per share) | 1.33 | (48.87) | 45.80 | (48.86) | |
Net earnings (loss) per average equivalent Class A share, diluted (in dollars per share) | $ 1.33 | $ (48.87) | $ 45.80 | $ (48.86) | |
[1]*Net earnings (loss) per average equivalent Class B share outstanding are one-fifth of the average equivalent Class A share or $1.33 and $45.80 for the second quarter and first six months of 2023, respectively, and $(48.87) and $(48.86) for the second quarter and first six months of 2022, respectively. |
CONSOLIDATED STATEMENTS OF EA_2
CONSOLIDATED STATEMENTS OF EARNINGS (Parenthetical) - Common Class B | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 $ / shares | Jun. 30, 2022 $ / shares | Jun. 30, 2023 $ / shares | Jun. 30, 2022 $ / shares | |
Net earnings (loss) per average equivalent Class B share, basic (in dollars per share) | $ 1.33 | $ (48.87) | $ 45.80 | $ (48.86) |
Net earnings (loss) per average equivalent Class B share, diluted (in dollars per share) | $ 1.33 | $ (48.87) | $ 45.80 | $ (48.86) |
Net earnings (loss) per equivalent share ratio | 0.2 | 0.2 | 0.2 | 0.2 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 1,876 | $ (73,780) | $ 67,413 | $ (74,078) |
Foreign currency translation | (322) | (1,021) | 10 | (1,252) |
Comprehensive income (loss) | 1,554 | (74,801) | 67,423 | (75,330) |
Comprehensive income (loss) attributable to noncontrolling interests | (60) | 0 | 591 | 0 |
Total comprehensive income (loss) attributable to Biglari Holdings Inc. shareholders | $ 1,614 | $ (74,801) | $ 66,832 | $ (75,330) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities | ||||
Net earnings (loss) | $ 1,876 | $ (73,780) | $ 67,413 | $ (74,078) |
Adjustments to reconcile net earnings (loss) to operating cash flows: | ||||
Depreciation, depletion, and amortization | 10,094 | 7,800 | 20,034 | 15,671 |
Provision for deferred income taxes | 16,842 | (28,688) | ||
Impairments | 853 | 20 | 1,629 | 20 |
Gains on sale of assets | (4,194) | (165) | ||
Investment and investment partnership (gains) losses | (69,083) | 115,237 | ||
Distributions from investment partnerships | 0 | 4,500 | ||
Changes in receivables, inventories and other assets | 4,989 | 1,290 | ||
Changes in accounts payable and accrued expenses | (6,112) | 417 | ||
Net cash provided by operating activities | 31,518 | 34,204 | ||
Investing activities | ||||
Capital expenditures | (10,557) | (16,413) | ||
Proceeds from property and equipment disposals | 9,670 | 109 | ||
Purchases of noncontrolling interests | (5,387) | 0 | ||
Purchases of interests in limited partnerships | (9,100) | (19,386) | ||
Purchases of investments | (58,926) | (78,142) | ||
Sales of investments and redemptions of fixed maturity securities | 45,826 | 81,013 | ||
Net cash used in investing activities | (28,474) | (32,819) | ||
Financing activities | ||||
Proceeds from line of credit | 5,000 | 0 | ||
Payments on line of credit | (11,400) | 0 | ||
Principal payments on direct financing lease obligations | (3,078) | (3,134) | ||
Net cash used in financing activities | (9,478) | (3,134) | ||
Effect of exchange rate changes on cash | 98 | (88) | ||
Decrease in cash, cash equivalents and restricted cash | (6,336) | (1,837) | ||
Cash, cash equivalents and restricted cash at beginning of year | 38,805 | 43,687 | ||
Cash, cash equivalents and restricted cash at end of second quarter | 32,469 | 41,850 | 32,469 | 41,850 |
Cash and cash equivalents | 30,881 | 40,512 | 30,881 | 40,512 |
Restricted cash in other long-term assets | 1,588 | 1,338 | 1,588 | 1,338 |
Cash, cash equivalents and restricted cash at end of second quarter | $ 32,469 | $ 41,850 | $ 32,469 | $ 41,850 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Non-controlling Interests |
Beginning balance at Dec. 31, 2021 | $ 587,696 | $ 1,138 | $ 381,788 | $ 608,528 | $ (1,907) | $ (401,851) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (298) | (298) | |||||
Other comprehensive income (loss) | (231) | (231) | |||||
Adjustment for holdings in investment partnerships | 130 | 130 | |||||
Ending balance at Mar. 31, 2022 | 587,297 | 1,138 | 381,788 | 608,230 | (2,138) | (401,721) | 0 |
Beginning balance at Dec. 31, 2021 | 587,696 | 1,138 | 381,788 | 608,528 | (1,907) | (401,851) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (74,078) | ||||||
Ending balance at Jun. 30, 2022 | 505,736 | 1,138 | 381,788 | 534,450 | (3,159) | (408,481) | 0 |
Beginning balance at Mar. 31, 2022 | 587,297 | 1,138 | 381,788 | 608,230 | (2,138) | (401,721) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | (73,780) | (73,780) | |||||
Other comprehensive income (loss) | (1,021) | (1,021) | |||||
Adjustment for holdings in investment partnerships | (6,760) | (6,760) | |||||
Ending balance at Jun. 30, 2022 | 505,736 | 1,138 | 381,788 | 534,450 | (3,159) | (408,481) | 0 |
Beginning balance at Dec. 31, 2022 | 555,568 | 1,138 | 381,788 | 576,510 | (2,790) | (409,680) | 8,602 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 65,537 | 64,886 | 651 | ||||
Other comprehensive income (loss) | 332 | 332 | |||||
Adjustment for holdings in investment partnerships | (239) | (239) | |||||
Ending balance at Mar. 31, 2023 | 621,198 | 1,138 | 381,788 | 641,396 | (2,458) | (409,919) | 9,253 |
Beginning balance at Dec. 31, 2022 | 555,568 | 1,138 | 381,788 | 576,510 | (2,790) | (409,680) | 8,602 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 67,413 | ||||||
Ending balance at Jun. 30, 2023 | 616,354 | 1,138 | 385,594 | 643,332 | (2,780) | (410,930) | 0 |
Beginning balance at Mar. 31, 2023 | 621,198 | 1,138 | 381,788 | 641,396 | (2,458) | (409,919) | 9,253 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net earnings (loss) | 1,876 | 1,936 | (60) | ||||
Other comprehensive income (loss) | (322) | (322) | |||||
Adjustment for holdings in investment partnerships | (1,011) | (1,011) | |||||
Purchases of noncontrolling interests | (5,387) | 3,806 | (9,193) | ||||
Ending balance at Jun. 30, 2023 | $ 616,354 | $ 1,138 | $ 385,594 | $ 643,332 | $ (2,780) | $ (410,930) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2022. 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, 2023, Mr. Biglari beneficially owns shares of the Company that represent approximately 66.3% of the economic interest and approximately 70.4% of the voting interest. Business Acquisition On September 14, 2022, the Company purchased Series A Preferred Stock (the “Preferred Shares”) of Abraxas Petroleum Corporation (“Abraxas Petroleum”) for a purchase price of $80 million. On October 26, 2022, the Company exchanged the Preferred Shares to 90% of the outstanding common stock of Abraxas Petroleum. On June 14, 2023, Biglari Holdings purchased the remaining 10% of the outstanding common stock of Abraxas Petroleum. 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. Intercompany accounts and transactions have been eliminated in consolidation. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareEarnings 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. The following table presents shares authorized, issued and outstanding on June 30, 2023 and December 31, 2022. June 30, 2023 December 31, 2022 Class A Class B Class A Class B Common stock authorized 500,000 10,000,000 500,000 10,000,000 Common stock issued and outstanding 206,864 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 Quarter First Six Months 2023 2022 2023 2022 Equivalent Class A common stock outstanding 620,592 620,592 620,592 620,592 Proportional ownership of Company stock held by investment partnerships 328,898 318,674 328,790 317,354 Equivalent Class A common stock for earnings per share 291,694 301,918 291,802 303,238 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 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 earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating result. However, we consider investment gains and losses, whether realized or unrealized, as non-operating. Investment gains for the second quarter and first six months of 2023 were $353 and $3,991, respectively. Investment losses in the second quarter and first six months of 2022 were $3,560 and $3,335, respectively. |
Investment Partnerships
Investment Partnerships | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment Partnerships | 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. 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 Value Company 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 held 1,250 (1,250) Partnership interest at June 30, 2023 $ 549,872 $ 321,136 $ 228,736 Fair Value Company Carrying Value Partnership interest at December 31, 2021 $ 474,201 $ 223,802 $ 250,399 Investment partnership gains (losses) (144,748) (32,846) (111,902) Contributions (net of distributions) 19,886 19,886 Changes in proportionate share of Company stock held 6,630 (6,630) Partnership interest at June 30, 2022 $ 349,339 $ 197,586 $ 151,753 The carrying value of the investment partnerships net of deferred taxes is presented below. June 30, December 31, 2022 Carrying value of investment partnerships $ 228,736 $ 155,794 Deferred tax liability related to investment partnerships (38,926) (23,643) Carrying value of investment partnerships net of deferred taxes $ 189,810 $ 132,151 Because of a transaction that occurred between The Lion Fund, L.P., and The Lion Fund II, L.P., in 2022, we expect that a majority of the $38,926 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships. In effect, the tax-basis cost increased for the common stock of certain unaffiliated securities held by the investment partnerships. The Company’s proportionate share of Company stock held by investment partnerships at cost was $410,930 and $409,680 at June 30, 2023 and December 31, 2022, 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 Quarter First Six Months 2023 2022 2023 2022 Gains (losses) from investment partnerships $ (7,496) $ (105,241) $ 65,092 $ (111,902) Tax expense (benefit) (1,997) (24,894) 14,562 (26,754) Contribution to net earnings (loss) $ (5,499) $ (80,347) $ 50,530 $ (85,148) 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 2023 and 2022. Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below. Equity in Investment Partnerships Lion Fund Lion Fund II Total assets as of June 30, 2023 $ 423,880 $ 383,192 Total liabilities as of June 30, 2023 $ 19,939 $ 160,906 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, 2023 88.8 % 86.0 % Total assets as of December 31, 2022 $ 285,071 $ 330,832 Total liabilities as of December 31, 2022 $ 10,517 $ 167,847 Revenue for the first six months of 2022 $ (43,115) $ (119,441) Earnings for the first six months of 2022 $ (43,237) $ (120,132) Biglari Holdings’ ownership interest as of June 30, 2022 87.9 % 88.9 % Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is composed of the following. June 30, December 31, Land $ 139,853 $ 143,313 Buildings 151,390 151,627 Land and leasehold improvements 153,788 151,496 Equipment 216,167 222,661 Oil and gas properties 145,012 144,888 Construction in progress 1,296 2,238 807,506 816,223 Less accumulated depreciation, depletion, and amortization (418,729) (415,498) Property and equipment, net $ 388,777 $ 400,725 Depletion expense related to oil and gas properties was $5,386 and $2,772 during the first six months of 2023 and 2022, respectively. The Company recorded an impairment to restaurant long-lived assets of $833 in the second quarter of 2023 and $1,609 in the first six months of 2023 related to underperforming stores. There were no impairments of property and equipment in the second quarter and first six months of 2022. Property and equipment held for sale of $1,671 and $4,700 are recorded in other assets as of June 30, 2023 and December 31, 2022, respectively. The assets classified as held for sale at June 30, 2023 include five properties owned by Steak n Shake, which were previously company-operated restaurants. During the first six months of 2023, Steak n Shake sold four properties for a gain of $4,414. Abraxas Petroleum sold its office building with no gain or loss recorded. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 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, 2022 Goodwill $ 53,813 Accumulated impairment losses (300) $ 53,513 Change in foreign exchange rates during the first six months of 2023 9 Goodwill at June 30, 2023 $ 53,522 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 revenue 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 for 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 for goodwill during the first six months of 2023 or 2022. There was a $20 impairment recorded for intangible assets during the first six months of 2023 and $20 impairment recorded in the first six months of 2022. Other Intangible Assets Intangible assets with indefinite lives are composed of the following. Trade Names Lease Rights Total Balance at December 31, 2022 Intangibles $ 15,876 $ 10,889 $ 26,765 Accumulated impairment losses — (3,728) (3,728) 15,876 7,161 23,037 Impairment — (20) (20) Change in foreign exchange rates during the first six months of 2023 — 117 117 Balance at June 30, 2023 $ 15,876 $ 7,258 $ 23,134 |
Restaurant Operations Revenues
Restaurant Operations Revenues | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Restaurant Operations Revenues | Restaurant Operations Revenues Restaurant operations revenues were as follows. Second Quarter First Six Months 2023 2022 2023 2022 Net sales $ 39,524 $ 37,681 $ 76,418 $ 75,897 Franchise partner fees 19,070 16,425 36,982 32,049 Franchise royalties and fees 4,125 5,237 8,383 10,383 Other 1,772 981 3,837 1,842 $ 64,491 $ 60,324 $ 125,620 $ 120,171 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 2023 and 2022, restaurant operations recognized $5,763 and $5,057, respectively, in franchise partner fees related to rental income. During the first six months ended June 30, 2023 and June 30, 2022, restaurant operations recognized $11,338 and $9,831, 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 sells gift cards to customers that can be redeemed for retail food sales within our stores. Gift cards are recorded as deferred revenue when issued and are subsequently recorded as net sales upon redemption. Restaurant operations estimates breakage related to gift cards when the likelihood of redemption is remote. This estimate utilizes historical trends based on the vintage of the gift card. Breakage on gift cards is recorded as other revenue in proportion to the rate of gift card redemptions by vintage. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses include the following. June 30, December 31, Accounts payable $ 26,103 $ 28,431 Gift card and other marketing 9,287 12,028 Insurance accruals 4,223 6,012 Salaries, wages and vacation 7,020 4,400 Deferred revenue 4,323 4,445 Taxes payable 15,818 14,896 Oil and gas payable 4,467 3,877 Other 2,135 4,527 Accounts payable and accrued expenses $ 73,376 $ 78,616 |
Lines of Credit
Lines of Credit | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Lines of Credit | Lines of Credit Biglari Holdings Line of Credit On September 13, 2022, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $30,000. The line of credit will be available on a revolving basis until September 12, 2024. The line of credit includes customary covenants, as well as financial maintenance covenants. The balance of the line of credit on June 30, 2023 was $3,600 and $10,000 on December 31, 2022. On June 30, 2023, the interest rate was 7.8%. |
Unpaid Losses And Loss Adjustme
Unpaid Losses And Loss Adjustment Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Insurance [Abstract] | |
Unpaid Losses And Loss Adjustment Expenses | 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, 2023 and 2022 follows. 2023 2022 Balances at beginning of year: Gross liabilities $ 17,520 $ 14,993 Reinsurance recoverable on unpaid losses (715) (1,892) Net liabilities 16,805 13,101 Incurred losses and loss adjustment expenses: Current accident year 19,984 19,669 Prior accident years (3,016) (837) Total 16,968 18,832 Paid losses and loss adjustment expenses: Current accident year 14,426 13,259 Prior accident years 4,667 5,200 Total 19,093 18,459 Balances at June 30: Net liabilities 14,680 13,474 Reinsurance recoverable on unpaid losses 1,150 751 Gross liabilities $ 15,830 $ 14,225 Incurred loss and loss adjustment expenses of $16,968 and $18,832 in the first six months of 2023 and 2022, respectively, were recorded in earnings and related to insured events occurring in the current period and events occurring in all prior periods. Incurred and paid loss and loss adjustment expenses are net of reinsurance recoveries. We recorded net reductions of estimated ultimate liabilities for prior accident years of $3,016 and $837 in the first six months of 2023 and 2022, 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 17.9% in 2023 and 6.4% in 2022. |
Lease Assets and Obligations
Lease Assets and Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease Assets and Obligations | Lease Assets and Obligations Lease obligations include the following. Current portion of lease obligations June 30, December 31, Finance lease liabilities $ 1,264 $ 1,237 Finance obligations 5,129 5,161 Operating lease liabilities 9,077 10,583 Total current portion of lease obligations $ 15,470 $ 16,981 Long-term lease obligations Finance lease liabilities $ 3,465 $ 4,129 Finance obligations 58,028 58,868 Operating lease liabilities 28,106 28,847 Total long-term lease obligations $ 89,599 $ 91,844 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 Quarter First Six Months 2023 2022 2023 2022 Finance lease costs: Amortization of right-of-use assets $ 242 $ 351 $ 484 $ 714 Interest on lease liabilities 86 108 177 223 Operating and variable lease costs 3,081 3,593 6,248 7,205 Sublease income (3,054) (2,906) (6,145) (5,592) Total lease costs $ 355 $ 1,146 $ 764 $ 2,550 Supplemental cash flow information related to leases is as follows. First Six Months 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 636 $ 800 Operating cash flows from finance leases $ 177 $ 223 Operating cash flows from operating leases $ 6,689 $ 6,266 Supplemental balance sheet information related to leases is as follows. June 30, December 31, Finance leases: Property and equipment, net $ 3,337 $ 4,352 Weighted-average lease terms and discount rates are as follows. June 30, Weighted-average remaining lease terms: Finance leases 3.89 years Operating leases 5.27 years Weighted-average discount rates: Finance leases 7.0 % Operating leases 7.0 % Maturities of lease liabilities as of June 30, 2023 are as follows. Year Operating Finance 2023 $ 5,947 $ 756 2024 10,327 1,534 2025 8,654 1,298 2026 6,118 959 2027 3,820 623 After 2027 9,489 232 Total lease payments 44,355 5,402 Less interest 7,172 673 Total lease liabilities $ 37,183 $ 4,729 Lease Income The components of lease income recorded in restaurant operations are as follows. Second Quarter First Six Months 2023 2022 2023 2022 Operating lease income $ 4,044 $ 3,945 $ 8,129 $ 7,652 Variable lease income 1,921 1,426 3,705 2,756 Total lease income $ 5,965 $ 5,371 $ 11,834 $ 10,408 The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2023. Franchise partner leases and subleases are short-term leases and have been excluded from the table. Operating Leases Year Subleases Owned Properties 2023 $ 348 $ 159 2024 581 396 2025 454 404 2026 134 407 2027 116 407 After 2027 125 3,014 Total future minimum receipts $ 1,758 $ 4,787 |
Lease Assets and Obligations | Lease Assets and Obligations Lease obligations include the following. Current portion of lease obligations June 30, December 31, Finance lease liabilities $ 1,264 $ 1,237 Finance obligations 5,129 5,161 Operating lease liabilities 9,077 10,583 Total current portion of lease obligations $ 15,470 $ 16,981 Long-term lease obligations Finance lease liabilities $ 3,465 $ 4,129 Finance obligations 58,028 58,868 Operating lease liabilities 28,106 28,847 Total long-term lease obligations $ 89,599 $ 91,844 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 Quarter First Six Months 2023 2022 2023 2022 Finance lease costs: Amortization of right-of-use assets $ 242 $ 351 $ 484 $ 714 Interest on lease liabilities 86 108 177 223 Operating and variable lease costs 3,081 3,593 6,248 7,205 Sublease income (3,054) (2,906) (6,145) (5,592) Total lease costs $ 355 $ 1,146 $ 764 $ 2,550 Supplemental cash flow information related to leases is as follows. First Six Months 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 636 $ 800 Operating cash flows from finance leases $ 177 $ 223 Operating cash flows from operating leases $ 6,689 $ 6,266 Supplemental balance sheet information related to leases is as follows. June 30, December 31, Finance leases: Property and equipment, net $ 3,337 $ 4,352 Weighted-average lease terms and discount rates are as follows. June 30, Weighted-average remaining lease terms: Finance leases 3.89 years Operating leases 5.27 years Weighted-average discount rates: Finance leases 7.0 % Operating leases 7.0 % Maturities of lease liabilities as of June 30, 2023 are as follows. Year Operating Finance 2023 $ 5,947 $ 756 2024 10,327 1,534 2025 8,654 1,298 2026 6,118 959 2027 3,820 623 After 2027 9,489 232 Total lease payments 44,355 5,402 Less interest 7,172 673 Total lease liabilities $ 37,183 $ 4,729 Lease Income The components of lease income recorded in restaurant operations are as follows. Second Quarter First Six Months 2023 2022 2023 2022 Operating lease income $ 4,044 $ 3,945 $ 8,129 $ 7,652 Variable lease income 1,921 1,426 3,705 2,756 Total lease income $ 5,965 $ 5,371 $ 11,834 $ 10,408 The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2023. Franchise partner leases and subleases are short-term leases and have been excluded from the table. Operating Leases Year Subleases Owned Properties 2023 $ 348 $ 159 2024 581 396 2025 454 404 2026 134 407 2027 116 407 After 2027 125 3,014 Total future minimum receipts $ 1,758 $ 4,787 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIn determining the quarterly provision for income taxes, the Company used an estimated annual effective tax rate for the first six months of 2023 and 2022. 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 expense for the second quarter of 2023 was $1,018 compared to an income tax benefit of $22,709 for the second quarter of 2022. Income tax expense for the first six months of 2023 was $20,756 compared to an income tax benefit of $22,880 for the first six months of 2022. The variance in income taxes between 2023 and 2022 is attributable to taxes on income generated by the investment partnerships. Investment partnership pre-tax losses were $7,496 during the second quarter of 2023 compared to pre-tax losses of $105,241 during the second quarter of 2022. Investment partnership pre-tax gains were $65,092 during the first six months of 2023 compared to pre-tax losses of $111,902 during the first six months of 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesWe 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. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | Fair Value of Financial AssetsThe fair values of substantially all of our financial instruments were measured using market or income approaches. Considerable judgment may be required in interpreting market data used to develop the estimates of fair value. Accordingly, the fair values presented are not necessarily indicative of the amounts that could be realized in an actual current market exchange. The use of alternative market assumptions and/or estimation methodologies may have a material effect on the estimated fair value. The hierarchy for measuring fair value consists of Levels 1 through 3, which are described below. • Level 1 – Inputs represent unadjusted quoted prices for identical assets or liabilities exchanged in active markets. • Level 2 – Inputs include directly or indirectly observable inputs (other than Level 1 inputs) such as quoted prices for similar assets or liabilities exchanged in active or inactive markets; quoted prices for identical assets or liabilities exchanged in inactive markets; other inputs that may be considered in fair value determinations of the assets or liabilities, such as interest rates and yield curves, volatilities, prepayment speeds, loss severities, credit risks and default rates; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Pricing evaluations generally reflect discounted expected future cash flows, which incorporate yield curves for instruments with similar characteristics, such as credit ratings, estimated durations and yields for other instruments of the issuer or entities in the same industry sector. • Level 3 – Inputs include unobservable inputs used in the measurement of assets and liabilities. Management is required to use its own assumptions regarding unobservable inputs because there is little, if any, market activity in the assets or liabilities and we may be unable to corroborate the related observable inputs. Unobservable inputs require management to make certain projections and assumptions about the information that would be used by market participants in pricing assets or liabilities. The following methods and assumptions were used to determine the fair value of each class of the following assets recorded at fair value in the consolidated balance 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 Levels 1 and 2 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. Non-qualified deferred compensation plan investments: The assets of the non-qualified plan are set up in a rabbi trust. They represent mutual funds and publicly traded securities, each of which are classified as Level 1 of the fair value hierarchy. As of June 30, 2023 and December 31, 2022, the fair values of financial assets were as follows. June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 16,563 $ — $ — $ 16,563 $ 17,608 $ — $ — $ 17,608 Equity securities Consumer goods 22,761 311 — 23,072 17,274 — — 17,274 Other 2,927 — — 2,927 2,031 — — 2,031 Bonds Government 61,467 — — 61,467 48,456 — — 48,456 Corporate 1,193 — — 1,193 2,199 — — 2,199 Non-qualified deferred compensation plan investments — — — — 699 — — 699 Total assets at fair value $ 104,911 $ 311 $ — $ 105,222 $ 88,267 $ — $ — $ 88,267 There were no changes in our valuation techniques used to measure fair values on a recurring basis. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 $4,200 in service fees during the first six months of 2023 and 2022. The service agreement does not alter the hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp. Incentive Agreement |
Business Segment Reporting
Business Segment Reporting | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segment Reporting | Business Segment ReportingOur 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 2023 and 2022 is presented in the tables which follow. Revenues Second Quarter First Six Months 2023 2022 2023 2022 Operating Businesses: Restaurant Operations: Steak n Shake $ 61,577 $ 57,742 $ 120,064 $ 115,495 Western Sizzlin 2,914 2,582 5,556 4,676 Total Restaurant Operations 64,491 60,324 125,620 120,171 Insurance Operations: Underwriting First Guard 9,215 9,015 18,114 17,746 Southern Pioneer 6,756 6,211 12,621 11,649 Investment income and other 1,576 1,128 3,041 2,038 Total Insurance Operations 17,547 16,354 33,776 31,433 Oil and Gas Operations: Abraxas Petroleum 5,931 — 13,183 — Southern Oil 4,810 14,440 9,781 24,252 Total Oil and Gas Operations 10,741 14,440 22,964 24,252 Maxim 761 1,249 1,356 1,883 $ 93,540 $ 92,367 $ 183,716 $ 177,739 Earnings (Losses) Before Income Taxes Second Quarter First Six Months 2023 2022 2023 2022 Operating Businesses: Restaurant Operations: Steak n Shake $ 8,634 $ 3,615 $ 15,959 $ 7,813 Western Sizzlin 593 396 1,065 628 Total Restaurant Operations 9,227 4,011 17,024 8,441 Insurance Operations: Underwriting: First Guard 3,154 1,714 5,016 2,446 Southern Pioneer (451) (281) (562) (618) Investment income and other 1,265 998 2,301 1,967 Total Insurance Operations 3,968 2,431 6,755 3,795 Oil and Gas Operations: Abraxas Petroleum 1,845 — 3,054 — Southern Oil 1,045 8,421 1,939 12,342 Total Oil and Gas Operations 2,890 8,421 4,993 12,342 Maxim 208 501 330 165 Interest expense not allocated to segments (40) — (207) — Total Operating Businesses 16,253 15,364 28,895 24,743 Corporate and other (6,216) (3,052) (9,809) (6,464) Investment gains (losses) 353 (3,560) 3,991 (3,335) Investment partnership gains (losses) (7,496) (105,241) 65,092 (111,902) $ 2,894 $ (96,489) $ 88,169 $ (96,958) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Business Acquisition | Business Acquisition On September 14, 2022, the Company purchased Series A Preferred Stock (the “Preferred Shares”) of Abraxas Petroleum Corporation (“Abraxas Petroleum”) for a purchase price of $80 million. On October 26, 2022, the Company exchanged the Preferred Shares to 90% of the outstanding common stock of Abraxas Petroleum. On June 14, 2023, Biglari Holdings purchased the remaining 10% of the outstanding common stock of Abraxas Petroleum. |
Principles of Consolidation | 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. Intercompany accounts and transactions have been eliminated in consolidation. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward | The following table presents shares authorized, issued and outstanding on June 30, 2023 and December 31, 2022. June 30, 2023 December 31, 2022 Class A Class B Class A Class B Common stock authorized 500,000 10,000,000 500,000 10,000,000 Common stock issued and outstanding 206,864 2,068,640 206,864 2,068,640 |
Schedule of Weighted Average Number of Shares | In the tabulation below is the weighted average equivalent Class A common stock for earnings per share. Second Quarter First Six Months 2023 2022 2023 2022 Equivalent Class A common stock outstanding 620,592 620,592 620,592 620,592 Proportional ownership of Company stock held by investment partnerships 328,898 318,674 328,790 317,354 Equivalent Class A common stock for earnings per share 291,694 301,918 291,802 303,238 |
Investment Partnerships (Tables
Investment Partnerships (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Fair Value And Carrying Value Of Our Partnership Interest | 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 Value Company 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 held 1,250 (1,250) Partnership interest at June 30, 2023 $ 549,872 $ 321,136 $ 228,736 Fair Value Company Carrying Value Partnership interest at December 31, 2021 $ 474,201 $ 223,802 $ 250,399 Investment partnership gains (losses) (144,748) (32,846) (111,902) Contributions (net of distributions) 19,886 19,886 Changes in proportionate share of Company stock held 6,630 (6,630) Partnership interest at June 30, 2022 $ 349,339 $ 197,586 $ 151,753 |
Carrying Value Of Investment Partnerships Net Of Deferred Taxes | The carrying value of the investment partnerships net of deferred taxes is presented below. June 30, December 31, 2022 Carrying value of investment partnerships $ 228,736 $ 155,794 Deferred tax liability related to investment partnerships (38,926) (23,643) Carrying value of investment partnerships net of deferred taxes $ 189,810 $ 132,151 |
Schedule of Gains (Losses) from Investment Partnerships | Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below. Second Quarter First Six Months 2023 2022 2023 2022 Gains (losses) from investment partnerships $ (7,496) $ (105,241) $ 65,092 $ (111,902) Tax expense (benefit) (1,997) (24,894) 14,562 (26,754) Contribution to net earnings (loss) $ (5,499) $ (80,347) $ 50,530 $ (85,148) |
Schedule of Summarized Financial Information | Summarized financial information for The Lion Fund, L.P. and The Lion Fund II, L.P. is presented below. Equity in Investment Partnerships Lion Fund Lion Fund II Total assets as of June 30, 2023 $ 423,880 $ 383,192 Total liabilities as of June 30, 2023 $ 19,939 $ 160,906 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, 2023 88.8 % 86.0 % Total assets as of December 31, 2022 $ 285,071 $ 330,832 Total liabilities as of December 31, 2022 $ 10,517 $ 167,847 Revenue for the first six months of 2022 $ (43,115) $ (119,441) Earnings for the first six months of 2022 $ (43,237) $ (120,132) Biglari Holdings’ ownership interest as of June 30, 2022 87.9 % 88.9 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment is composed of the following. June 30, December 31, Land $ 139,853 $ 143,313 Buildings 151,390 151,627 Land and leasehold improvements 153,788 151,496 Equipment 216,167 222,661 Oil and gas properties 145,012 144,888 Construction in progress 1,296 2,238 807,506 816,223 Less accumulated depreciation, depletion, and amortization (418,729) (415,498) Property and equipment, net $ 388,777 $ 400,725 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A reconciliation of the change in the carrying value of goodwill is as follows. Goodwill Goodwill at December 31, 2022 Goodwill $ 53,813 Accumulated impairment losses (300) $ 53,513 Change in foreign exchange rates during the first six months of 2023 9 Goodwill at June 30, 2023 $ 53,522 |
Schedule of Finite-Lived Intangible Assets | Intangible assets with indefinite lives are composed of the following. Trade Names Lease Rights Total Balance at December 31, 2022 Intangibles $ 15,876 $ 10,889 $ 26,765 Accumulated impairment losses — (3,728) (3,728) 15,876 7,161 23,037 Impairment — (20) (20) Change in foreign exchange rates during the first six months of 2023 — 117 117 Balance at June 30, 2023 $ 15,876 $ 7,258 $ 23,134 |
Restaurant Operations Revenues
Restaurant Operations Revenues (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule Of Restaurant Operations Revenues | Restaurant operations revenues were as follows. Second Quarter First Six Months 2023 2022 2023 2022 Net sales $ 39,524 $ 37,681 $ 76,418 $ 75,897 Franchise partner fees 19,070 16,425 36,982 32,049 Franchise royalties and fees 4,125 5,237 8,383 10,383 Other 1,772 981 3,837 1,842 $ 64,491 $ 60,324 $ 125,620 $ 120,171 |
Accounts Payable And Accrued _2
Accounts Payable And Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accounts payable and accrued expenses include the following. June 30, December 31, Accounts payable $ 26,103 $ 28,431 Gift card and other marketing 9,287 12,028 Insurance accruals 4,223 6,012 Salaries, wages and vacation 7,020 4,400 Deferred revenue 4,323 4,445 Taxes payable 15,818 14,896 Oil and gas payable 4,467 3,877 Other 2,135 4,527 Accounts payable and accrued expenses $ 73,376 $ 78,616 |
Unpaid Losses And Loss Adjust_2
Unpaid Losses And Loss Adjustment Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Insurance [Abstract] | |
Schedule of Liability for Unpaid Claims and Claims Adjustment Expense | A reconciliation of the changes in claim liabilities, net of reinsurance, for each of the six month periods ended June 30, 2023 and 2022 follows. 2023 2022 Balances at beginning of year: Gross liabilities $ 17,520 $ 14,993 Reinsurance recoverable on unpaid losses (715) (1,892) Net liabilities 16,805 13,101 Incurred losses and loss adjustment expenses: Current accident year 19,984 19,669 Prior accident years (3,016) (837) Total 16,968 18,832 Paid losses and loss adjustment expenses: Current accident year 14,426 13,259 Prior accident years 4,667 5,200 Total 19,093 18,459 Balances at June 30: Net liabilities 14,680 13,474 Reinsurance recoverable on unpaid losses 1,150 751 Gross liabilities $ 15,830 $ 14,225 |
Lease Assets and Obligations (T
Lease Assets and Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of Debt | Lease obligations include the following. Current portion of lease obligations June 30, December 31, Finance lease liabilities $ 1,264 $ 1,237 Finance obligations 5,129 5,161 Operating lease liabilities 9,077 10,583 Total current portion of lease obligations $ 15,470 $ 16,981 Long-term lease obligations Finance lease liabilities $ 3,465 $ 4,129 Finance obligations 58,028 58,868 Operating lease liabilities 28,106 28,847 Total long-term lease obligations $ 89,599 $ 91,844 |
Schedule of Lease Cost | Total lease cost consists of the following. Second Quarter First Six Months 2023 2022 2023 2022 Finance lease costs: Amortization of right-of-use assets $ 242 $ 351 $ 484 $ 714 Interest on lease liabilities 86 108 177 223 Operating and variable lease costs 3,081 3,593 6,248 7,205 Sublease income (3,054) (2,906) (6,145) (5,592) Total lease costs $ 355 $ 1,146 $ 764 $ 2,550 |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information related to leases is as follows. First Six Months 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 636 $ 800 Operating cash flows from finance leases $ 177 $ 223 Operating cash flows from operating leases $ 6,689 $ 6,266 |
Schedule Of Supplemental Balance Sheet Information Related To Leases | Supplemental balance sheet information related to leases is as follows. June 30, December 31, Finance leases: Property and equipment, net $ 3,337 $ 4,352 |
Schedule Of Weighted-Average Lease Terms And Discount Rates | Weighted-average lease terms and discount rates are as follows. June 30, Weighted-average remaining lease terms: Finance leases 3.89 years Operating leases 5.27 years Weighted-average discount rates: Finance leases 7.0 % Operating leases 7.0 % |
Schedule of Lease Maturities | Maturities of lease liabilities as of June 30, 2023 are as follows. Year Operating Finance 2023 $ 5,947 $ 756 2024 10,327 1,534 2025 8,654 1,298 2026 6,118 959 2027 3,820 623 After 2027 9,489 232 Total lease payments 44,355 5,402 Less interest 7,172 673 Total lease liabilities $ 37,183 $ 4,729 |
Operating Lease, Lease Income | The components of lease income recorded in restaurant operations are as follows. Second Quarter First Six Months 2023 2022 2023 2022 Operating lease income $ 4,044 $ 3,945 $ 8,129 $ 7,652 Variable lease income 1,921 1,426 3,705 2,756 Total lease income $ 5,965 $ 5,371 $ 11,834 $ 10,408 |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of June 30, 2023. Franchise partner leases and subleases are short-term leases and have been excluded from the table. Operating Leases Year Subleases Owned Properties 2023 $ 348 $ 159 2024 581 396 2025 454 404 2026 134 407 2027 116 407 After 2027 125 3,014 Total future minimum receipts $ 1,758 $ 4,787 |
Fair Value of Financial Assets
Fair Value of Financial Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | As of June 30, 2023 and December 31, 2022, the fair values of financial assets were as follows. June 30, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 16,563 $ — $ — $ 16,563 $ 17,608 $ — $ — $ 17,608 Equity securities Consumer goods 22,761 311 — 23,072 17,274 — — 17,274 Other 2,927 — — 2,927 2,031 — — 2,031 Bonds Government 61,467 — — 61,467 48,456 — — 48,456 Corporate 1,193 — — 1,193 2,199 — — 2,199 Non-qualified deferred compensation plan investments — — — — 699 — — 699 Total assets at fair value $ 104,911 $ 311 $ — $ 105,222 $ 88,267 $ — $ — $ 88,267 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | A disaggregation of our consolidated data for the second quarters and first six months of 2023 and 2022 is presented in the tables which follow. Revenues Second Quarter First Six Months 2023 2022 2023 2022 Operating Businesses: Restaurant Operations: Steak n Shake $ 61,577 $ 57,742 $ 120,064 $ 115,495 Western Sizzlin 2,914 2,582 5,556 4,676 Total Restaurant Operations 64,491 60,324 125,620 120,171 Insurance Operations: Underwriting First Guard 9,215 9,015 18,114 17,746 Southern Pioneer 6,756 6,211 12,621 11,649 Investment income and other 1,576 1,128 3,041 2,038 Total Insurance Operations 17,547 16,354 33,776 31,433 Oil and Gas Operations: Abraxas Petroleum 5,931 — 13,183 — Southern Oil 4,810 14,440 9,781 24,252 Total Oil and Gas Operations 10,741 14,440 22,964 24,252 Maxim 761 1,249 1,356 1,883 $ 93,540 $ 92,367 $ 183,716 $ 177,739 |
Schedule Of Earnings (Losses) Before Income Taxes By Segment | Earnings (Losses) Before Income Taxes Second Quarter First Six Months 2023 2022 2023 2022 Operating Businesses: Restaurant Operations: Steak n Shake $ 8,634 $ 3,615 $ 15,959 $ 7,813 Western Sizzlin 593 396 1,065 628 Total Restaurant Operations 9,227 4,011 17,024 8,441 Insurance Operations: Underwriting: First Guard 3,154 1,714 5,016 2,446 Southern Pioneer (451) (281) (562) (618) Investment income and other 1,265 998 2,301 1,967 Total Insurance Operations 3,968 2,431 6,755 3,795 Oil and Gas Operations: Abraxas Petroleum 1,845 — 3,054 — Southern Oil 1,045 8,421 1,939 12,342 Total Oil and Gas Operations 2,890 8,421 4,993 12,342 Maxim 208 501 330 165 Interest expense not allocated to segments (40) — (207) — Total Operating Businesses 16,253 15,364 28,895 24,743 Corporate and other (6,216) (3,052) (9,809) (6,464) Investment gains (losses) 353 (3,560) 3,991 (3,335) Investment partnership gains (losses) (7,496) (105,241) 65,092 (111,902) $ 2,894 $ (96,489) $ 88,169 $ (96,958) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Sep. 14, 2022 | Jun. 30, 2023 | Jun. 14, 2023 | Oct. 26, 2022 |
Abraxas Petroleum | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 80,000 | |||
Voting interests acquired | 10% | |||
Abraxas Petroleum | Common Stock | Consolidated Entities | ||||
Business Acquisition [Line Items] | ||||
Preferred stock converted, percentage of outstanding common stock | 90% | |||
Mr. Biglari | ||||
Business Acquisition [Line Items] | ||||
Economic interest | 66.30% | |||
Voting interest | 70.40% |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Common Stock (Details) - shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common Class A | ||
Common stock authorized (in shares) | 500,000 | 500,000 |
Common stock issued (in shares) | 206,864 | 206,864 |
Common stock outstanding (in shares) | 206,864 | 206,864 |
Common Class B | ||
Common stock authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock issued (in shares) | 2,068,640 | 2,068,640 |
Common stock outstanding (in shares) | 2,068,640 | 2,068,640 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Class A Common Stock (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Equivalent class A common stock outstanding (in shares) | 620,592 | 620,592 | 620,592 | 620,592 |
Proportional ownership of Company stock held by investment partnerships (in shares) | 328,898 | 318,674 | 328,790 | 317,354 |
Equivalent Class A common stock for earnings per share (in shares) | 291,694 | 301,918 | 291,802 | 303,238 |
Investments - (Details)
Investments - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Investment gains (losses) | $ 353 | $ (3,560) | $ 3,991 | $ (3,335) |
Investment Partnerships - Fair
Investment Partnerships - Fair Value and Adjustments (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | ||
Fair value of partnership interest, beginning balance | $ 383,004 | $ 474,201 |
Investment partnership gains (losses) | 157,768 | (144,748) |
Contributions (net of distributions) | 9,100 | 19,886 |
Changes in proportionate share of Company stock held | ||
Fair value of partnership interest, ending balance | 549,872 | 349,339 |
Company Common Stock | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | ||
Fair value of partnership interest, beginning balance | 227,210 | 223,802 |
Investment partnership gains (losses) | 92,676 | (32,846) |
Contributions (net of distributions) | ||
Changes in proportionate share of Company stock held | 1,250 | 6,630 |
Fair value of partnership interest, ending balance | 321,136 | 197,586 |
Carrying Value | ||
Increase (Decrease) In Equity Method Investments [Roll Forward] | ||
Fair value of partnership interest, beginning balance | 155,794 | 250,399 |
Investment partnership gains (losses) | 65,092 | (111,902) |
Contributions (net of distributions) | 9,100 | 19,886 |
Changes in proportionate share of Company stock held | (1,250) | (6,630) |
Fair value of partnership interest, ending balance | $ 228,736 | $ 151,753 |
Investment Partnerships - Carry
Investment Partnerships - Carrying Value (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Equity Method Investments and Joint Ventures [Abstract] | ||
Carrying value of investment partnerships | $ 228,736 | $ 155,794 |
Deferred tax liability related to investment partnerships | (38,926) | (23,643) |
Carrying value of investment partnerships net of deferred taxes | $ 189,810 | $ 132,151 |
Investment Partnerships - Narra
Investment Partnerships - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Deferred tax liability related to investment partnerships | $ 38,926,000 | $ 23,643,000 | |
Proportionate share of Company stock held by investment partnerships at cost | $ 410,930,000 | $ 409,680,000 | |
Incentive reallocation fee, percentage | 25% | ||
Hurdle rate, percentage | 6% | ||
Incentive reallocation fee | $ 0 | $ 0 |
Investment Partnerships - Gains
Investment Partnerships - Gains and Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | ||||
Gains (losses) from investment partnerships | $ (7,496) | $ (105,241) | $ 65,092 | $ (111,902) |
Tax expense (benefit) | (1,997) | (24,894) | 14,562 | (26,754) |
Contribution to net earnings (loss) | $ (5,499) | $ (80,347) | $ 50,530 | $ (85,148) |
Investment Partnerships - Summa
Investment Partnerships - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | $ 889,996 | $ 889,996 | $ 828,474 | ||||
Total liabilities | 273,642 | 273,642 | 272,906 | ||||
Total earnings | $ 1,876 | $ 65,537 | $ (73,780) | $ (298) | $ 67,413 | $ (74,078) | |
Lion Fund | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Biglari Holdings' ownership interest | 88.80% | 87.90% | 88.80% | 87.90% | |||
Lion Fund II | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Biglari Holdings' ownership interest | 86% | 88.90% | 86% | 88.90% | |||
Lion Fund | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | $ 423,880 | $ 423,880 | 285,071 | ||||
Total liabilities | 19,939 | 19,939 | 10,517 | ||||
Total revenues | 117,282 | $ (43,115) | |||||
Total earnings | 116,952 | (43,237) | |||||
Lion Fund II | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Total assets | 383,192 | 383,192 | 330,832 | ||||
Total liabilities | $ 160,906 | 160,906 | $ 167,847 | ||||
Total revenues | 68,060 | (119,441) | |||||
Total earnings | $ 63,273 | $ (120,132) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 139,853 | $ 143,313 |
Buildings | 151,390 | 151,627 |
Land and leasehold improvements | 153,788 | 151,496 |
Equipment | 216,167 | 222,661 |
Oil and gas properties | 145,012 | 144,888 |
Construction in progress | 1,296 | 2,238 |
Total property and equipment | 807,506 | 816,223 |
Less accumulated depreciation, depletion, and amortization | (418,729) | (415,498) |
Property and equipment, net | $ 388,777 | $ 400,725 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) property | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Depletion of oil and gas properties | $ 5,386 | $ 2,772 | |||
Impairment of long-lived assets held-for-use | $ 833 | $ 0 | 1,609 | 0 | |
Asset held for sale | $ 1,671 | 1,671 | $ 4,700 | ||
Gain on sale of assets | $ 4,194 | $ 165 | |||
Steak n Shake | |||||
Property, Plant and Equipment [Line Items] | |||||
Number of properties held for sale | property | 5 | 5 | |||
Number of properties sold | property | 4 | ||||
Gain on sale of assets | $ 4,414 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Reconciliation of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 53,813 | |
Accumulated impairment losses | (300) | |
Goodwill, net | $ 53,522 | $ 53,513 |
Goodwill [Roll Forward] | ||
Goodwill at December 31, 2022 | 53,513 | |
Change in foreign exchange rates during the first nine months of 2023 | 9 | |
Goodwill at June 30, 2023 | $ 53,522 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment loss | $ 0 | $ 0 |
Impairment of intangible assets | $ 20,000 | $ 20,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Intangibles | $ 26,765,000 | ||
Accumulated impairment losses | (3,728,000) | ||
Impairment | $ (20,000) | $ (20,000) | |
Intangible assets, net | 23,134,000 | 23,037,000 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at December 31, 2022 | 23,037,000 | ||
Changes in foreign exchange rates during the first six months of 2023 | 117,000 | ||
Balance at June 30, 2023 | 23,134,000 | ||
Trade Names | |||
Goodwill [Line Items] | |||
Intangibles | 15,876,000 | ||
Accumulated impairment losses | 0 | ||
Impairment | 0 | ||
Intangible assets, net | 15,876,000 | 15,876,000 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at December 31, 2022 | 15,876,000 | ||
Changes in foreign exchange rates during the first six months of 2023 | 0 | ||
Balance at June 30, 2023 | 15,876,000 | ||
Lease Rights | |||
Goodwill [Line Items] | |||
Intangibles | 10,889,000 | ||
Accumulated impairment losses | (3,728,000) | ||
Impairment | (20,000) | ||
Intangible assets, net | 7,258,000 | $ 7,161,000 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at December 31, 2022 | 7,161,000 | ||
Changes in foreign exchange rates during the first six months of 2023 | 117,000 | ||
Balance at June 30, 2023 | $ 7,258,000 |
Restaurant Operations Revenue_2
Restaurant Operations Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | $ 93,540 | $ 92,367 | $ 183,716 | $ 177,739 |
Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | 64,491 | 60,324 | 125,620 | 120,171 |
Net sales | Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | 39,524 | 37,681 | 76,418 | 75,897 |
Franchise partner fees | Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | 19,070 | 16,425 | 36,982 | 32,049 |
Franchise royalties and fees | Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | 4,125 | 5,237 | 8,383 | 10,383 |
Other | Restaurant | ||||
Disaggregation of Revenue [Line Items] | ||||
Restaurant operations | $ 1,772 | $ 981 | $ 3,837 | $ 1,842 |
Restaurant Operations Revenue_3
Restaurant Operations Revenues - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||||
Franchise partner fees sales percent | 15% | |||
Franchise partner fees profits percent | 50% | |||
Initial franchise partner fee | $ 10,000 | |||
Rental fees | $ 5,763,000 | $ 5,057,000 | $ 11,338,000 | $ 9,831,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 26,103 | $ 28,431 |
Gift card and other marketing | 9,287 | 12,028 |
Insurance accruals | 4,223 | 6,012 |
Salaries, wages and vacation | 7,020 | 4,400 |
Deferred revenue | 4,323 | 4,445 |
Taxes payable | 15,818 | 14,896 |
Oil and gas payable | 4,467 | 3,877 |
Other | 2,135 | 4,527 |
Accounts payable and accrued expenses | $ 73,376 | $ 78,616 |
Lines of Credit - (Details)
Lines of Credit - (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 13, 2022 |
Debt Instrument [Line Items] | |||
Line of credit | $ 3,600,000 | $ 10,000,000 | |
Line of Credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | $ 30,000,000 | |
Interest rate during period | 7.80% | ||
Revolving Credit Facility | Steak N Shake Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 500,000 | 500,000 | |
Revolving Credit Facility | Western Sizzlin Revolver | |||
Debt Instrument [Line Items] | |||
Long-term line of credit | $ 0 | $ 0 |
Unpaid Losses And Loss Adjust_3
Unpaid Losses And Loss Adjustment Expenses - Reconciliation of Changes in Claim Liabilities, Net of Reinsurance (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||||
Gross liabilities | $ 15,830 | $ 14,225 | $ 17,520 | $ 14,993 |
Reinsurance recoverable on unpaid losses | 1,150 | 751 | $ 715 | $ 1,892 |
Balances at beginning of year, Net liabilities | 16,805 | 13,101 | ||
Incurred losses and loss adjustment expenses: | ||||
Current accident year | 19,984 | 19,669 | ||
Prior accident years | (3,016) | (837) | ||
Total | 16,968 | 18,832 | ||
Paid losses and loss adjustment expenses: | ||||
Current accident year | 14,426 | 13,259 | ||
Prior accident years | 4,667 | 5,200 | ||
Total | 19,093 | 18,459 | ||
Balances at end of each year, Net liabilities | $ 14,680 | $ 13,474 |
Unpaid Losses And Loss Adjust_4
Unpaid Losses And Loss Adjustment Expenses - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Insurance [Abstract] | ||
Incurred losses and loss adjustment expenses | $ 16,968 | $ 18,832 |
Reduction in provision for insured events of prior years | $ 3,016 | $ 837 |
Reductions as a percentage of net liabilities | 17.90% | 6.40% |
Lease Assets and Obligations (D
Lease Assets and Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current portion of lease obligations | ||
Finance lease liabilities | $ 1,264 | $ 1,237 |
Finance obligations | 5,129 | 5,161 |
Operating lease liabilities | 9,077 | 10,583 |
Total current portion of lease obligations | 15,470 | 16,981 |
Long-term lease obligations | ||
Finance lease liabilities | 3,465 | 4,129 |
Finance obligations | 58,028 | 58,868 |
Operating lease liabilities | 28,106 | 28,847 |
Total long-term lease obligations | $ 89,599 | $ 91,844 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total current portion of lease obligations | Total current portion of lease obligations |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total current portion of lease obligations | Total current portion of lease obligations |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total long-term lease obligations | Total long-term lease obligations |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Total long-term lease obligations | Total long-term lease obligations |
Lease Assets and Obligations -
Lease Assets and Obligations - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finance lease costs: | ||||
Amortization of right-of-use assets | $ 242 | $ 351 | $ 484 | $ 714 |
Interest on lease liabilities | 86 | 108 | 177 | 223 |
Operating and variable lease costs | 3,081 | 3,593 | 6,248 | 7,205 |
Sublease income | (3,054) | (2,906) | (6,145) | (5,592) |
Total lease costs | $ 355 | $ 1,146 | $ 764 | $ 2,550 |
Lease Assets and Obligations _2
Lease Assets and Obligations - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Financing cash flows from finance leases | $ 636 | $ 800 |
Operating cash flows from finance leases | 177 | 223 |
Operating cash flows from operating leases | $ 6,689 | $ 6,266 |
Lease Assets and Obligations _3
Lease Assets and Obligations - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Property and equipment, net | $ 3,337 | $ 4,352 |
Lease Assets and Obligations _4
Lease Assets and Obligations - Weighted Average Lease Terms and Discount Rates (Details) | Jun. 30, 2023 |
Weighted-average remaining lease terms: | |
Finance leases | 3 years 10 months 20 days |
Operating leases | 5 years 3 months 7 days |
Weighted-average discount rates: | |
Finance leases | 7% |
Operating leases | 7% |
Lease Assets and Obligations _5
Lease Assets and Obligations - Lease Maturity Schedule (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Leases | |
2023 | $ 5,947 |
2024 | 10,327 |
2025 | 8,654 |
2026 | 6,118 |
2027 | 3,820 |
After 2027 | 9,489 |
Total lease payments | 44,355 |
Less interest | 7,172 |
Total lease liabilities | 37,183 |
Finance Leases | |
2023 | 756 |
2024 | 1,534 |
2025 | 1,298 |
2026 | 959 |
2027 | 623 |
After 2027 | 232 |
Total lease payments | 5,402 |
Less interest | 673 |
Total lease liabilities | $ 4,729 |
Lease Assets and Obligations _6
Lease Assets and Obligations - Lease Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease income | $ 4,044 | $ 3,945 | $ 8,129 | $ 7,652 |
Variable lease income | 1,921 | 1,426 | 3,705 | 2,756 |
Total lease income | $ 5,965 | $ 5,371 | $ 11,834 | $ 10,408 |
Lease Assets and Obligations _7
Lease Assets and Obligations - Future Minimum Rental Receipts (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Subleases | |
Operating Leases | |
2023 | $ 348 |
2024 | 581 |
2025 | 454 |
2026 | 134 |
2027 | 116 |
After 2027 | 125 |
Total future minimum receipts | 1,758 |
Owned Properties | |
Operating Leases | |
2023 | 159 |
2024 | 396 |
2025 | 404 |
2026 | 407 |
2027 | 407 |
After 2027 | 3,014 |
Total future minimum receipts | $ 4,787 |
Income Taxes - (Details)
Income Taxes - (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 1,018 | $ (22,709) | $ 20,756 | $ (22,880) |
Investment partnership pretax gains (losses) | $ (7,496) | $ (105,241) | $ 65,092 | $ (111,902) |
Fair Value of Financial Asset_2
Fair Value of Financial Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Cash equivalents | $ 16,563 | $ 17,608 |
Non-qualified deferred compensation plan investments | 0 | 699 |
Total assets at fair value | 105,222 | 88,267 |
Consumer goods | ||
Assets | ||
Equity securities | 23,072 | 17,274 |
Other | ||
Assets | ||
Equity securities | 2,927 | 2,031 |
Government | ||
Assets | ||
Bonds | 61,467 | 48,456 |
Corporate | ||
Assets | ||
Bonds | 1,193 | 2,199 |
Level 1 | ||
Assets | ||
Cash equivalents | 16,563 | 17,608 |
Non-qualified deferred compensation plan investments | 0 | 699 |
Total assets at fair value | 104,911 | 88,267 |
Level 1 | Consumer goods | ||
Assets | ||
Equity securities | 22,761 | 17,274 |
Level 1 | Other | ||
Assets | ||
Equity securities | 2,927 | 2,031 |
Level 1 | Government | ||
Assets | ||
Bonds | 61,467 | 48,456 |
Level 1 | Corporate | ||
Assets | ||
Bonds | 1,193 | 2,199 |
Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Non-qualified deferred compensation plan investments | 0 | 0 |
Total assets at fair value | 311 | 0 |
Level 2 | Consumer goods | ||
Assets | ||
Equity securities | 311 | 0 |
Level 2 | Other | ||
Assets | ||
Equity securities | 0 | 0 |
Level 2 | Government | ||
Assets | ||
Bonds | 0 | 0 |
Level 2 | Corporate | ||
Assets | ||
Bonds | 0 | 0 |
Level 3 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Non-qualified deferred compensation plan investments | 0 | 0 |
Total assets at fair value | 0 | 0 |
Level 3 | Consumer goods | ||
Assets | ||
Equity securities | 0 | 0 |
Level 3 | Other | ||
Assets | ||
Equity securities | 0 | 0 |
Level 3 | Government | ||
Assets | ||
Bonds | 0 | 0 |
Level 3 | Corporate | ||
Assets | ||
Bonds | $ 0 | $ 0 |
Related Party Transactions - (D
Related Party Transactions - (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Hurdle rate, percentage | 6% | |
Incentive reallocation fee, percentage | 25% | |
Biglari Entities | ||
Related Party Transaction [Line Items] | ||
Hurdle rate, percentage | 6% | |
Incentive reallocation fee, percentage | 25% | |
Biglari Entities | Services Agreement | ||
Related Party Transaction [Line Items] | ||
Management fee expense | $ 4,200 | $ 4,200 |
Business Segment Reporting - Di
Business Segment Reporting - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Restaurant operations | $ 93,540 | $ 92,367 | $ 183,716 | $ 177,739 |
Restaurant operations | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 64,491 | 60,324 | 125,620 | 120,171 |
Restaurant operations | Steak n Shake | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 61,577 | 57,742 | 120,064 | 115,495 |
Restaurant operations | Western Sizzlin | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 2,914 | 2,582 | 5,556 | 4,676 |
Insurance premiums and other | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 17,547 | 16,354 | 33,776 | 31,433 |
Insurance premiums and other | Insurance Investment Income And Other | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 1,576 | 1,128 | 3,041 | 2,038 |
Insurance premiums and other | First Guard | Insurance Underwriting | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 9,215 | 9,015 | 18,114 | 17,746 |
Insurance premiums and other | Southern Pioneer | Insurance Underwriting | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 6,756 | 6,211 | 12,621 | 11,649 |
Oil and Gas Operations | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 10,741 | 14,440 | 22,964 | 24,252 |
Oil and Gas Operations | Abraxas Petroleum | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 5,931 | 0 | 13,183 | 0 |
Oil and Gas Operations | Southern Oil | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | 4,810 | 14,440 | 9,781 | 24,252 |
Maxim | ||||
Segment Reporting Information [Line Items] | ||||
Restaurant operations | $ 761 | $ 1,249 | $ 1,356 | $ 1,883 |
Business Segment Reporting - Ea
Business Segment Reporting - Earnings (Losses) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Investment gains (losses) | $ 353 | $ (3,560) | $ 3,991 | $ (3,335) |
Investment partnership gains (losses) | (7,496) | (105,241) | 65,092 | (111,902) |
Earnings (loss) before income taxes | 2,894 | (96,489) | 88,169 | (96,958) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 16,253 | 15,364 | 28,895 | 24,743 |
Interest expense not allocated to segments | (40) | 0 | (207) | 0 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Corporate and other | (6,216) | (3,052) | (9,809) | (6,464) |
Investment gains (losses) | 353 | (3,560) | 3,991 | (3,335) |
Investment partnership gains (losses) | (7,496) | (105,241) | 65,092 | (111,902) |
Restaurant operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 9,227 | 4,011 | 17,024 | 8,441 |
Restaurant operations | Operating Segments | Steak n Shake | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 8,634 | 3,615 | 15,959 | 7,813 |
Restaurant operations | Operating Segments | Western Sizzlin | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 593 | 396 | 1,065 | 628 |
Insurance Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 3,968 | 2,431 | 6,755 | 3,795 |
Insurance Operations | Operating Segments | Insurance Investment Income And Other | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 1,265 | 998 | 2,301 | 1,967 |
Insurance Operations | Operating Segments | First Guard | Insurance Underwriting | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 3,154 | 1,714 | 5,016 | 2,446 |
Insurance Operations | Operating Segments | Southern Pioneer | Insurance Underwriting | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | (451) | (281) | (562) | (618) |
Oil and Gas Operations | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 2,890 | 8,421 | 4,993 | 12,342 |
Oil and Gas Operations | Operating Segments | Abraxas Petroleum | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 1,045 | 8,421 | 1,939 | 12,342 |
Oil and Gas Operations | Operating Segments | Abraxas Petroleum | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | 1,845 | 0 | 3,054 | 0 |
Maxim | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Earnings (Losses) Before Income Taxes | $ 208 | $ 501 | $ 330 | $ 165 |