Biglari Holdings Inc. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Biglari Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Biglari Holdings Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2025 expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Emphasis of a Matter As discussed in Note 4 and Note 14 to the consolidated financial statements, the Company and its subsidiaries have invested in investment partnerships in the form of limited partnership interests. These investment partnerships represent related parties, and such investments are subject to a rolling five-year lock up period under the terms of the respective partnership agreements for the investment partnerships. The value of these investments reported in the Company’s consolidated balance sheets as of December 31, 2024 and 2023 totals $201,727,000 and $199,103,000, respectively. Our opinion is not modified with respect to this matter. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 24 Table of Contents Oil and Gas properties - Determination of Impairment Indicators and Recoverability Test - Refer to Notes 1 and 6 to the financial statements Critical Audit Matter Description The successful efforts method is used for crude oil and natural gas exploration and production activities. All costs for development wells, related plant and equipment, proved mineral interests in crude oil and natural gas properties, and related asset retirement obligation assets are capitalized. Management tests property, plant and equipment, including oil and gas properties, for impairment whenever there are indicators that the carrying amount of property, plant and equipment might not be recoverable. If there is an indication that the carrying amount of the Company’s oil and gas properties may not be recoverable, management compares the estimated undiscounted future cash flows from oil and gas properties to the carrying values of those properties. Oil and gas properties that have carrying amounts in excess of estimated undiscounted cash flows are written down to fair value. We have identified the determination of impairment indicators for oil and gas properties as a critical audit matter due to the significant judgments management makes when determining whether events or changes in circumstances have occurred indicating that the carrying amounts of the properties may not be recoverable. We have also identified elements of the Company’s recoverability test for oil and gas properties as a critical audit matter due to the significant judgments management makes when determining future cash flows. Auditing management’s judgements related to these matters involved especially challenging auditor judgment due to the nature and extent of audit effort required, including the need to involve our fair value specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s significant judgments and assumptions related to the determination of impairment indicators and elements of the Company’s recoverability analysis for oil and gas properties included the following, among others: • We evaluated management’s analysis of impairment indicators by: ◦ Testing the effectiveness of the Company’s impairment indicator control. ◦ Assessing whether oil and gas properties having indicators of impairment were appropriately identified. • We evaluated the recoverability test analysis, including the estimation of oil and gas properties reserves quantities, by: ◦ Testing the effectiveness of controls related to the Company’s recoverability test analysis, its estimation of oil and gas properties reserve quantities and prices. ◦ Assessing the reasonableness of the Company’s recoverability test analysis, including its estimation of oil and gas properties reserve quantities and prices. • With the assistance of our fair value specialists, we assessed the key assumptions and estimates, including oil and gas prices and risk factors by: ◦ Understanding the methodology used by management for development of the oil and gas prices and comparing estimated prices to an independently determined range of prices, including published forward pricing indices and third-party industry sources. ◦ Evaluating the risk factors applied to the cash flows for probable and possible oil and gas reserves by comparing to industry surveys. • We evaluated the experience, qualifications and objectivity of management's specialist, an independent reservoir engineering firm, including the methodologies and calculation procedures used to estimate oil and gas reserves and performing analytical procedures on the reserve quantities. /s/ DELOITTE & TOUCHE LLP Austin, Texas March 1, 2025 We have served as the Company’s auditor since 2003. 25 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Biglari Holdings Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Biglari Holdings Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses identified below on the achievement of objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 1, 2025, expressed an unqualified opinion on those financial statements and included an emphasis of matter paragraph relating to the Company's investment in related party investment partnerships. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying management’s report. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Material Weaknesses A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: 26 Table of Contents The Company did not exercise sufficient oversight in order to design and operate effective internal controls based on the criteria established in the COSO framework. The material weakness in the control environment led to the additional material weaknesses detailed below. The Company did not design and implement an effective risk assessment based on the criteria established in the COSO framework. The Company did not effectively design and implement control activities to support the operating effectiveness of controls to prevent and detect potential material errors based on the criteria established in the COSO framework. As a result, the following control deficiencies constitute material weaknesses, individually and in the aggregate: (i) ineffective general information technology controls for restricting access, processing transactions as well as adequate change management processes, and (ii) ineffective controls related to the review and approval of journal entries and reconciliations. These material weaknesses resulted in insufficiently designed controls within the insurance and oil and gas subsidiaries. These deficiencies result in material weaknesses, individually or in the aggregate, for the remaining control activities of these subsidiaries. Additionally, the material weaknesses identified at these subsidiaries resulted in a material weakness, individually or in the aggregate, in the control activities supporting financial reporting at the holding company level as a result of its dependency on that information. The Company did not effectively design or implement controls related to (i) internal communication of information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control; and (ii) communicating with the Board of Directors regarding matters affecting the functioning of internal control based on the criteria established in the COSO framework. The Company did not maintain effective monitoring activities to determine whether the components of internal control over financial reporting were present and functioning based on the criteria established in the COSO framework. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the fiscal year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements. /s/ DELOITTE & TOUCHE LLP Austin, Texas March 1, 2025 27 Table of Contents BIGLARI HOLDINGS INC. CONSOLIDATED BALANCE SHEETS (dollars in thousands) December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 30,709 $ 28,066 Investments 102,975 91,879 Receivables 25,184 22,241 Inventories 4,031 2,980 Other current assets 7,716 7,385 Total current assets 170,615 152,551 Property and equipment 376,155 380,491 Operating lease assets 34,011 32,215 Goodwill 52,496 53,530 Other intangible assets 22,820 23,230 Investment partnerships 201,727 199,103 Other assets 8,309 8,302 Total assets $ 866,133 $ 849,422 Liabilities and shareholders’ equity Liabilities Current liabilities: Accounts payable and accrued expenses $ 63,381 $ 66,743 Loss and loss adjustment expenses 17,250 15,168 Unearned premiums 17,236 14,334 Current portion of lease obligations 14,449 14,855 Line of credit 35,000 — Total current liabilities 147,316 111,100 Lease obligations 90,739 86,389 Line of credit 10,000 — Deferred taxes 29,393 37,939 Asset retirement obligations 15,218 14,316 Other liabilities 506 348 Total liabilities 293,172 250,092 Shareholders’ equity Common stock 1,138 1,138 Additional paid-in capital 385,594 385,594 Retained earnings 627,699 631,458 Accumulated other comprehensive loss ( 2,872 ) ( 2,518 ) Treasury stock, at cost ( 438,598 ) ( 416,342 ) Biglari Holdings Inc. shareholders’ equity 572,961 599,330 Total liabilities and shareholders’ equity $ 866,133 $ 849,422 See accompanying Notes to Consolidated Financial Statements. 28 Table of Contents BIGLARI HOLDINGS INC. CONSOLIDATED STATEMENTS OF EARNINGS (dollars in thousands except per-share amounts) Year Ended December 31, 2024 2023 2022 Revenues Restaurant operations $ 251,447 $ 250,857 $ 241,568 Insurance premiums and other 72,693 67,272 64,540 Oil and gas 36,945 45,071 57,546 Licensing and media 1,029 2,118 4,577 Total revenues 362,114 365,318 368,231 Costs and expenses Restaurant cost of sales 143,449 137,986 140,264 Insurance losses and underwriting expenses 61,371 52,771 54,648 Oil and gas production costs 16,636 17,365 17,842 Licensing and media costs 2,036 1,840 2,695 Selling, general and administrative 75,671 77,002 70,608 Gain on sale of oil and gas properties ( 16,700 ) ( 13,563 ) — Impairments 1,107 3,947 3,520 Depreciation, depletion, and amortization 39,843 38,979 36,443 Interest expense on leases 5,361 5,114 5,493 Interest expense on debt 771 681 399 Total cost and expenses 329,545 322,122 331,912 Other income Investment gains (losses) 335 2,211 ( 3,393 ) Investment partnership gains (losses) ( 41,058 ) 19,440 ( 75,953 ) Total other income (expenses) ( 40,723 ) 21,651 ( 79,346 ) Earnings (loss) before income taxes ( 8,154 ) 64,847 ( 43,027 ) Income tax expense (benefit) ( 4,395 ) 9,308 ( 10,722 ) Net earnings (loss) ( 3,759 ) 55,539 ( 32,305 ) Earnings (loss) attributable to noncontrolling interest — 591 ( 287 ) Net earnings (loss) attributable to Biglari Holdings Inc. shareholders $ ( 3,759 ) $ 54,948 $ ( 32,018 ) Net earnings (loss) per equivalent Class A share * $ ( 13.45 ) $ 189.49 $ ( 107.43 ) * Net earnings (loss) per equivalent Class B share outstanding are one-fifth of the equivalent Class A share or $( 2.69 ) for 2024, $ 37.90 for 2023, and $( 21.49 ) for 2022. See accompanying Notes to Consolidated Financial Statements. 29 Table of Contents BIGLARI HOLDINGS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (dollars in thousands) Year Ended December 31, 2024 2023 2022 Net earnings (loss) $ ( 3,759 ) $ 55,539 $ ( 32,305 ) Foreign currency translation ( 354 ) 272 ( 883 ) Comprehensive income (loss) ( 4,113 ) 55,811 ( 33,188 ) Comprehensive income (loss) attributable to noncontrolling interest — 591 ( 287 ) Total comprehensive income (loss) attributable to Biglari Holdings Inc. shareholders $ ( 4,113 ) $ 55,220 $ ( 32,901 ) See accompanying Notes to Consolidated Financial Statements. 30 Table of Contents BIGLARI HOLDINGS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands) Year Ended December 31, 2024 2023 2022 Operating activities Net earnings (loss) $ ( 3,759 ) $ 55,539 $ ( 32,305 ) Adjustments to reconcile net earnings (loss) to operating cash flows: Depreciation and amortization 39,843 38,979 36,443 Provision for deferred income taxes ( 8,489 ) 6,567 ( 15,582 ) Asset impairments 1,107 3,947 3,520 Gains on sale of assets ( 22,796 ) ( 21,241 ) ( 1,578 ) Investment (gains) losses ( 335 ) ( 2,211 ) 3,393 Investment partnership (gains) losses 41,058 ( 19,440 ) 75,953 Distributions from investment partnerships 10,000 14,500 70,700 Changes in receivables and inventories ( 5,243 ) 5,783 3,339 Changes in other assets ( 2,094 ) 2,810 8,523 Changes in accounts payable and accrued expenses 368 ( 12,231 ) ( 24,581 ) Net cash provided by operating activities 49,660 73,002 127,825 Investing activities Capital expenditures ( 30,594 ) ( 23,405 ) ( 29,746 ) Proceeds from property and equipment disposals 29,138 24,627 5,318 Acquisition of business, net of cash acquired — — ( 58,274 ) Purchases of noncontrolling interests — ( 5,387 ) — Purchases of interests in limited partnerships ( 75,938 ) ( 45,030 ) ( 48,569 ) Purchases of investments ( 67,445 ) ( 107,866 ) ( 134,451 ) Sales of investments and redemptions of fixed maturity securities 57,451 90,981 129,117 Net cash used in investing activities ( 87,388 ) ( 66,080 ) ( 136,605 ) Financing activities Payments on line of credit ( 16,050 ) ( 41,600 ) ( 20,000 ) Proceeds from line of credit 61,050 31,600 30,000 Principal payments on direct financing lease obligations ( 5,516 ) ( 6,132 ) ( 6,140 ) Net cash provided by (used in) financing activities 39,484 ( 16,132 ) 3,860 Effect of exchange rate changes on cash 22 59 38 Increase (decrease) in cash, cash equivalents, and restricted cash 1,778 ( 9,151 ) ( 4,882 ) Cash, cash equivalents, and restricted cash at beginning of period 29,654 38,805 43,687 Cash, cash equivalents, and restricted cash at end of period $ 31,432 $ 29,654 $ 38,805 Year Ended December 31, 2024 2023 2022 Cash and cash equivalents $ 30,709 $ 28,066 $ 37,467 Restricted cash included in other long-term assets 723 1,588 1,338 Cash, cash equivalents, and restricted cash at end of period $ 31,432 $ 29,654 $ 38,805 See accompanying Notes to Consolidated Financial Statements. 31 Table of Contents BIGLARI HOLDINGS INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (dollars in thousands) Biglari Holdings Inc. Shareholder’s Equity Common Stock Additional Paid- In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Non-controlling interest Total Balance at December 31, 2021 $ 1,138 $ 381,788 $ 608,528 $ ( 1,907 ) $ ( 401,851 ) $ — $ 587,696 Net earnings (loss) ( 32,018 ) ( 287 ) ( 32,305 ) Other comprehensive income, net ( 883 ) ( 883 ) Adjustment for holdings in investment partnerships ( 7,829 ) ( 7,829 ) Transactions with noncontrolling interests 8,889 8,889 Balance at December 31, 2022 $ 1,138 $ 381,788 $ 576,510 $ ( 2,790 ) $ ( 409,680 ) $ 8,602 $ 555,568 Net earnings (loss) 54,948 591 55,539 Other comprehensive income, net 272 272 Adjustment for holdings in investment partnerships ( 6,662 ) ( 6,662 ) Purchases of noncontrolling interests 3,806 ( 9,193 ) ( 5,387 ) Balance at December 31, 2023 $ 1,138 $ 385,594 $ 631,458 $ ( 2,518 ) $ ( 416,342 ) $ — $ 599,330 Net earnings (loss) ( 3,759 ) ( 3,759 ) Other comprehensive income, net ( 354 ) ( 354 ) Adjustment for holdings in investment partnerships ( 22,256 ) ( 22,256 ) Balance at December 31, 2024 $ 1,138 $ 385,594 $ 627,699 $ ( 2,872 ) $ ( 438,598 ) $ — $ 572,961 See accompanying Notes to Consolidated Financial Statements. 32 Table of Contents BIGLARI HOLDINGS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Years Ended December 31, 2024, 2023, and 2022) (dollars in thousands, except per-share data) Note 1. Summary of Significant Accounting Policies Description of Business Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance and reinsurance, licensing and media, restaurants, and oil and gas. The Company’s largest operating subsidiaries are involved in the franchising and operating of restaurants. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company. Biglari Holdings’ management system combines decentralized operations with centralized financial decision-making. Operating decisions for the various business units are made by their respective managers. All major investment and capital allocation decisions are made for the Company and its subsidiaries by Mr. Biglari. As of December 31, 2024, Mr. Biglari beneficially owns shares of the Company that represent approximately 74.3 % 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, Biglari Reinsurance Ltd., Southern Oil Company, and Abraxas Petroleum Corporation. Intercompany accounts and transactions have been eliminated in consolidation. Cash, Cash Equivalents, and Restricted Cash Cash equivalents primarily consist of U.S. Government securities and money market accounts, all of which have original maturities of three months or less. Cash equivalents are carried at fair value. The statement of cash flows includes restricted cash with cash and cash equivalents. Investments We classify investments in fixed maturity securities at the acquisition date as either available-for-sale or held-to-maturity and re-evaluate the classification at each balance sheet date. Securities classified as held-to-maturity are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. As of December 31, 2024 and 2023, all investments were classified as available-for-sale and carried at fair value with net unrealized gains or losses reported in the statements of earnings. Realized gains and losses on disposals of investments are determined by the specific identification of the cost of investments sold. 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. Investment Partnerships The Company holds a limited interest in The Lion Fund, L.P., and The Lion Fund II, L.P. (collectively the “investment partnerships”). Biglari Capital Corp. (“Biglari Capital”), an entity solely owned by Mr. Biglari, is the general partner of the investment partnerships. Our interests in the investment partnerships are accounted as equity method investments because of our retained limited partner interests. The Company records investment partnership gains (inclusive of the investment partnerships’ unrealized gains and losses on their securities) as a component of other income based on our proportional ownership interest in the partnerships. The investment partnerships are, for purposes of generally accepted accounting principles (“GAAP”), investment companies under the AICPA Audit and Accounting Guide Investment Companies. 33 Table of Contents Note 1. Summary of Significant Accounting Policies (continued) Concentration of Equity Price Risk The majority of our investments are conducted through investment partnerships that generally hold common stocks. We also hold marketable securities directly. We concentrate a high percentage of the investments in a small number of equity securities. A significant decline in the general stock market or in the prices of our major investments may have a materially adverse effect on our earnings and on consolidated shareholders’ equity. Receivables Our accounts receivable balance consists primarily of franchisee, customer, and other receivables. We carry our accounts receivable at cost less an allowance for doubtful accounts, which is based on a history of past write-offs and collections and current credit conditions. Allowance for doubtful accounts was $ 2,578 and $ 2,546 at December 31, 2024 and 2023, respectively. Inventories Inventories are valued at the lower of cost (first-in, first-out method) or market, and consist primarily of restaurant food items and supply inventory. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are recognized on the straight-line method over the estimated useful lives of the assets ( 10 to 30 years for buildings and land improvements, and 3 to 10 years for equipment). Leasehold improvements are amortized on the straight-line method over the shorter of the estimated useful lives of the improvements or the term of the related leases. Interest costs associated with the construction of new restaurants are capitalized. Major improvements are also capitalized, while repairs and maintenance are expensed as incurred. We review our long-lived restaurant assets whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For purposes of this assessment, assets are evaluated at the lowest level for which there are identifiable cash flows, which is generally at the individual restaurant level. Assets included in the impairment assessment generally consist of property, equipment, and leasehold improvements directly associated with an individual restaurant as well as any related finance or operating lease assets. If the future undiscounted cash flows of an asset are less than the recorded value, an impairment is recorded for the difference between the carrying value and the estimated fair value of the asset. Oil and Gas Properties The successful efforts method is used for crude oil and natural gas exploration and production activities. All costs for development wells, related plant and equipment, proved mineral interests in crude oil and natural gas properties, and related asset retirement obligation assets are capitalized. Costs of exploratory wells are capitalized pending determination of whether the wells found proved reserves. Costs of wells that are assigned proved reserves remain capitalized. Costs are also capitalized for exploratory wells that have found crude oil and natural gas reserves, even if the reserves cannot be classified as proved when the drilling is completed, provided the exploratory well has found a sufficient quantity of reserves to justify its completion as a producing well and the company is making sufficient progress assessing the reserves and the economic and operating viability of the project. All other exploratory wells and costs are expensed. We did not have any property acquisition or exploration activities during 2024; however, we did have $ 11,636 of development costs on a well. We did not have any property acquisition or exploration activities during 2023, and development costs were nominal. Asset Retirement Obligations Asset retirement obligations relate to future costs associated with the plugging and abandonment of oil and gas wells, the removal of equipment and facilities from leased acreage, and the return of such land to its original condition. The Company determines its asset retirement obligation amounts by calculating the present value of the estimated future cash outflows associated with its plug and abandonment obligations. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred, and the cost of such liability increases the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period through charges to depreciation, depletion, and amortization expense, and the capitalized cost is depleted on a unit-of-production basis over the proved developed reserves of the related asset. If an asset retirement obligation is settled for an amount other than the recorded amount, a gain or loss is recognized. 34 Table of Contents Note 1. Summary of Significant Accounting Policies (continued) Goodwill and Other Intangible Assets Goodwill and indefinite life intangible assets are not amortized, but are tested for potential impairment on an annual basis using either a qualitative or quantitative approach, or more often if events or circumstances change that could cause goodwill or indefinite life intangible assets to become impaired. Other purchased intangible assets are amortized over their estimated useful lives, generally on a straight-line basis. We perform reviews for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. When an impairment is identified, we reduce the carrying value of the asset to its estimated fair value. During 2024, $ 1,000 of impairment was recorded to goodwill at the Western Sizzlin reporting unit. During 2023 and 2022, no impairment was recorded to goodwill. During 2024, no impairment was recorded to other intangible assets. During 2023, $ 20 of impairment was recorded to other intangible assets. During 2022, no impairment was recorded to other intangible assets. Refer to Note 8 for information regarding our goodwill and other intangible assets. Dual Class Common Stock The Company has two classes of common stock, designated Class A common stock and Class B common stock. Each Class A common share is entitled to one vote. Class B common stock possesses economic rights equal to one-fifth (1/5th) of such rights of Class A common stock; however, Class B common stock has no voting rights. The following table presents shares authorized, issued, and outstanding. December 31, 2024 December 31, 2023 December 31, 2022 Class A Class B Class A Class B Class A Class B Common stock authorized 500,000 10,000,000 500,000 10,000,000 500,000 10,000,000 Common stock issued and outstanding 206,864 2,068,640 206,864 2,068,640 206,864 2,068,640 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 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 Company has applied the “two-class method” of computing earnings per share as prescribed in Accounting Standards Codification (“ASC”) 260, “ Earnings Per 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 equivalent Class A common stock for earnings per share. There are no dilutive securities outstanding. 2024 2023 2022 Equivalent Class A common stock outstanding 620,592 620,592 620,592 Proportional ownership of Company stock held by investment partnerships 341,211 330,606 322,561 Equivalent Class A common stock for earnings per share 279,381 289,986 298,031 Revenue Recognition Restaurant operations Restaurant operations revenues were disaggregated as follows. 2024 2023 2022 Net sales $ 159,213 $ 152,545 $ 149,184 Franchise partner fees 70,616 72,552 63,853 Franchise royalties and fees 13,632 16,443 19,678 Other 7,986 9,317 8,853 $ 251,447 $ 250,857 $ 241,568 35 Table of Contents Note 1. Summary of Significant Accounting Policies (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 the majority 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 franchisees under lease arrangements. Both real estate and equipment rental payments are charged to franchisees and are recognized in accordance with ASC 842, “ Leases. ” During the years ended 2024, 2023, and 2022, restaurant operations recognized $ 22,884 , $ 22,687 , and $ 20,426 , 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 weekly or 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. During the years ended December 31, 2024, 2023, and 2022, restaurant operations recognized $ 463 , $ 1,207 , and $ 1,810 , respectively, in revenue related to initial franchise fees. As of December 31, 2024 and 2023, restaurant operations had deferred revenue recorded in accrued expenses related to franchise fees of $ 1,756 and $ 2,280 , respectively. Restaurant operations expect to recognize approximately $ 300 of deferred revenue during 2025. Our advertising arrangements with franchisees are reported in franchise royalties and fees. During the years ended December 31, 2024, 2023, and 2022, restaurant operations recognized $ 3,290 , $ 4,479 , and $ 6,386 , respectively, in revenue related to franchisee advertising fees. As of December 31, 2024 and 2023, restaurant operations had deferred revenue recorded in accrued expenses related to franchisee advertising fees of $ 1,441 and $ 1,945 , respectively. Restaurant operations expect to recognize approximately $ 1,000 of deferred revenue during 2025. Other Revenue Restaurant operations sells gift cards to customers which can be redeemed in 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. For the years ended December 31, 2024, 2023, and 2022, restaurant operations recognized $ 4,224 , $ 5,276 , and $ 5,395 , respectively, of revenue from gift card redemptions. As of December 31, 2024 and 2023, restaurant operations had deferred revenue recorded in accrued expenses related to unredeemed gift cards of $ 5,214 and $ 5,144 , respectively. Restaurant operations expect to recognize approximately $ 2,600 of deferred revenue during 2025. Insurance Premiums and Commissions Insurance premiums are earned over the terms of the related policies. Expenses incurred in connection with acquiring new insurance business, including acquisition costs, are charged to operations as incurred. Premiums earned are stated net of amounts ceded to reinsurer. Oil and Gas Revenues are derived from the sale of produced oil and natural gas. Revenue is recognized when the performance obligation is satisfied, which typically occurs at the point in time when control of the product transfers to the customer. Payment is generally due within 30 days of delivery. 36 Table of Contents Note 1. Summary of Significant Accounting Policies (continued) Licensing Revenue and Other Licensing revenue is recognized when earned. We derive value and revenues from intellectual property assets through a range of licensing and business activities, including licensing and syndication of our trademarks and copyrights in the United States and internationally. Magazine subscription and advertising revenues are recognized at the magazine cover date. The unearned portion of magazine subscriptions is deferred until the magazine’s cover date, at which time a proportionate share of the gross subscription price is recognized as revenue. Restaurant Cost of Sales Cost of sales includes the cost of food, restaurant operating costs, and restaurant occupancy costs. Cost of sales excludes depreciation and amortization, which is presented as a separate line item on the consolidated statement of earnings. Insurance Losses and Underwriting Expenses Liabilities for estimated unpaid losses and loss adjustment expenses with respect to claims occurring on or before the balance sheet date are established under insurance contracts issued by our insurance subsidiaries. Such estimates include provisions for reported claims or case estimates, provisions for incurred but not reported claims, and legal and administrative costs to settle claims. The estimates of unpaid losses and amounts recoverable under reinsurance are established and continually reviewed by using a variety of actuarial, statistical, and analytical techniques. Reinsurance contracts do not relieve the ceding company of its obligations to indemnify policyholders with respect to the underlying insurance contracts. Oil and Gas Production Costs Oil and gas production costs are costs incurred to operate and maintain wells and related equipment and facilities, including lease operating expenses and production taxes. Marketing Expense Advertising costs are charged to expense at the later of the date the expenditure is incurred or the date the promotional item is first communicated. Marketing expense is included in selling, general and administrative expenses in the consolidated statement of earnings. Savings Plans Several of our subsidiaries also sponsor defined contribution retirement plans, such as 401(k) or profit-sharing plans. Employee contributions to the plans are subject to regulatory limitations and the specific plan provisions. Some of the plans allow for discretionary contributions as determined by management. Employer contributions expensed with respect to these plans were not material. Foreign Currency Translation The Company has certain subsidiaries located in foreign jurisdictions. For subsidiaries whose functional currency is other than the U.S. dollar, the translation of functional currency statements to U.S. dollar statements uses end-of-period exchange rates for assets and liabilities, weighted-average exchange rates for revenue and expenses, and historical rates for equity. The resulting currency translation adjustment is recorded in accumulated other comprehensive income, as a component of equity. Use of Estimates Preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from the estimates. New Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to improve reportable segment disclosure requirements. The new guidance requires that public entities disclose additional information related to significant segment expenses regularly provided to the chief operating decision maker and other segment items. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this standard retrospectively with such disclosures included in Note 17 to the accompanying Consolidated Financial Statements. The adoption of this standard did not have a material effect on our consolidated financial statements. 37 Table of Contents Note 1. Summary of Significant Accounting Policies (continued) In December 2023, the FASB issued authoritative guidance modifying the disclosure requirements for income tax. Notable changes in the new guidance include disaggregation of income tax information by jurisdiction and changes to the presentation of information for the reconciliation of effective tax rates. The guidance is effective for fiscal years beginning after December 15, 2024. We are evaluating the impact of the new guidance on our disclosures. In November 2024, the FASB issued Accounting Standards Update 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which requires detailed disclosure in the notes to the financial statements of specific categories underlying certain expense captions on the income statement. ASU 2024-03 may be adopted on a prospective or retrospective basis and is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. Note 2. Business Acquisitions During 2022, the Company purchased 90 % of Abraxas Petroleum for $ 80,000 . During 2023, the Company acquired the remaining 10 % of Abraxas Petroleum for $ 5,387 . Abraxas Petroleum operates oil and natural gas properties in the Permian Basin. The purchase price allocation included $ 70,200 of oil and gas properties, cash of $ 21,726 , and liabilities, net of other assets of $ 11,926 . The Company’s financial results include the results of Abraxas Petroleum from the date of acquisition, September 14, 2022, to the end of the calendar year. Note 3. Investments Investments were $ 102,975 and $ 91,879 as of December 31, 2024 and 2023, respectively. 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 held by our insurance companies are reported as investment income. 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 gains in 2024 and 2023 were $ 335 and $ 2,211 , 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. Under the terms of their partnership agreements, each contribution made by the Company to the investment partnerships is subject to a rolling five-year lock-up period. The lock-up period can be waived by the general partner in its sole discretion. 38 Table of Contents 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 Value Company Common Stock Carrying Value Partnership interest at December 31, 2021 $ 474,201 $ 223,802 $ 250,399 Investment partnership gains (losses) ( 80,374 ) ( 4,421 ) ( 75,953 ) Distributions (net of contributions) ( 10,823 ) ( 10,823 ) Increase in proportionate share of Company stock held 7,829 ( 7,829 ) Partnership interest at December 31, 2022 $ 383,004 $ 227,210 $ 155,794 Investment partnership gains (losses) 59,238 39,797 19,441 Contributions (net of distributions) 30,530 30,530 Increase in proportionate share of Company stock held 6,662 ( 6,662 ) Partnership interest at December 31, 2023 $ 472,772 $ 273,669 $ 199,103 Investment partnership gains (losses) 117,556 158,614 ( 41,058 ) Contributions (net of distributions) 65,938 65,938 Increase in proportionate share of Company stock held 22,256 ( 22,256 ) Partnership interest at December 31, 2024 $ 656,266 $ 454,539 $ 201,727 The carrying value of the investment partnerships net of deferred taxes is presented below. December 31, 2024 2023 Carrying value of investment partnerships $ 201,727 $ 199,103 Deferred tax liability related to investment partnerships ( 17,255 ) ( 27,896 ) Carrying value of investment partnerships net of deferred taxes $ 184,472 $ 171,207 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 $ 17,255 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 the investment partnerships at cost was $ 438,598 and $ 416,342 at December 31, 2024 and 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. 2024 2023 2022 Gains (losses) from investment partnerships $ ( 41,058 ) $ 19,440 $ ( 75,953 ) Tax expense (benefit) ( 12,939 ) 4,794 ( 18,992 ) Contribution to net earnings $ ( 28,119 ) $ 14,646 $ ( 56,961 ) 39 Table of Contents Note 4. Investment Partnerships (continued) On December 31 of each year, the general partner of the investment partnerships, Biglari Capital, 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. An incentive reallocation from Biglari Holdings to Biglari Capital would include 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 from Biglari Holdings to Biglari Capital during 2024, 2023, or 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 December 31, 2024 $ 567,387 $ 367,630 Total liabilities as of December 31, 2024 $ 20,609 $ 188,202 Revenue for the year ended December 31, 2024 $ 156,463 $ ( 14,421 ) Earnings for the year ended December 31, 2024 $ 154,805 $ ( 25,779 ) Biglari Holdings’ ownership interest 91.0 % 88.5 % 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 year ended December 31, 2023 $ 48,242 $ 31,157 Earnings for the year ended December 31, 2023 $ 47,154 $ 21,135 Biglari Holdings’ ownership interest 89.7 % 86.8 % 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 year ended December 31, 2022 $ ( 8,353 ) $ ( 79,397 ) Earnings for the year ended December 31, 2022 $ ( 8,690 ) $ ( 82,534 ) Biglari Holdings’ ownership interest 88.5 % 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. Other Current Assets Other current assets include the following. December 31, 2024 2023 Deferred commissions on gift cards sold by third parties $ 1,136 $ 1,019 Assets held for sale 1,081 773 Prepaid contractual obligations 5,499 5,593 Other current assets $ 7,716 $ 7,385 The assets classified as held for sale at December 31, 2024 and 2023, include properties which were previously company-operated restaurants. 40 Table of Contents Note 6. Property and Equipment Property and equipment are composed of the following. December 31, 2024 2023 Land $ 134,738 $ 139,897 Buildings 160,282 151,716 Land and leasehold improvements 152,091 149,795 Equipment 213,800 212,424 Oil and gas properties 156,849 145,065 Construction in progress 672 1,629 818,432 800,526 Less accumulated depreciation, depletion, and amortization ( 442,277 ) ( 420,035 ) Property and equipment, net $ 376,155 $ 380,491 The depreciation and amortization expense for property and equipment for 2024, 2023, and 2022 was $ 28,840 , $ 28,751 , and $ 28,879 , respectively. The depletion expense related to oil and gas properties was $ 10,232 , $ 9,533 , and $ 7,024 during 2024, 2023, and 2022, respectively. The accretion expense of the Company’s asset retirement obligations was $ 771 , $ 695 , and $ 540 during 2024, 2023, and 2022, respectively. Accretion expense is included in depreciation, depletion, and amortization expense within the consolidated statement of earnings. Accumulated depreciation, depletion, and accretion on oil and gas properties was $ 54,838 and $ 44,716 as of December 31, 2024 and 2023, respectively. The Company recorded impairments to restaurant long-lived assets of $ 107 , $ 3,947 , and $ 3,520 during 2024, 2023, and 2022, respectively. The fair value of the long-lived assets was determined based on Level 3 inputs using a discounted cash flow model and quoted prices for the properties. We did not record any impairments to our oil and gas assets during 2024. However, if commodity prices fall below current levels, we may be required to record impairments in future periods and such impairments could be material. Further, if commodity prices decrease, our production, proved reserves, and cash flows will be adversely impacted. Abraxas Petroleum recorded gains of $ 16,700 and $ 13,563 during 2024 and 2023, respectively, as a result of selling undeveloped reserves. On February 20, 2025, Abraxas Petroleum sold additional undeveloped reserves and a gain of $ 8,557 will be recorded in the first quarter of 2025. Abraxas may receive future royalties for each of these transactions as the reserves are developed by the respective unaffiliated parties. Also during 2024 and 2023, the Company recognized net gains of $ 6,394 and $ 7,918 , respectively, in connection with property sales, lease terminations, and asset disposals which are included in selling, general and administrative expenses in the consolidated statements of earnings. The property and equipment cost related to finance obligations as of December 31, 2024, is as follows: $ 50,109 of buildings, $ 42,842 of land, $ 30,104 of land and leasehold improvements, and $ 62,689 of accumulated depreciation. 41 Table of Contents Note 7. Asset Retirement Obligations A reconciliation of the ending aggregate carrying amount of asset retirement obligations is as follows. December 31 2024 2023 Beginning balance $ 15,046 $ 14,645 Liabilities settled ( 63 ) ( 294 ) Accretion expense 771 695 Asset retirement obligation $ 15,754 $ 15,046 As of December 31, 2024 and 2023, $ 536 and $ 730 , respectively, is classified as current asset retirement obligations and is included in accounts payable and accrued expenses in the consolidated balance sheets. Note 8. Goodwill and Other Intangible Assets Goodwill Goodwill consists of the excess of the purchase price over the fair value of the net assets acquired in connection with business acquisitions. A reconciliation of the change in the carrying value of goodwill is as follows. Restaurants Insurance Total Balance as of December 31, 2022 Goodwill $ 28,100 $ 25,713 $ 53,813 Accumulated impairment losses ( 300 ) — ( 300 ) $ 27,800 $ 25,713 $ 53,513 Change in foreign exchange rates during 2023 17 — 17 Balance as of December 31, 2023 $ 27,817 $ 25,713 $ 53,530 Impairment losses during 2024 ( 1,000 ) — ( 1,000 ) Change in foreign exchange rates during 2024 ( 34 ) — ( 34 ) Balance as of December 31, 2024 $ 26,783 $ 25,713 $ 52,496 We evaluate goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred. Goodwill and indefinite-lived intangible asset impairment evaluations 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 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. GAAP allows entities testing for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit for the goodwill impairment test. For our 2024 annual goodwill impairment testing, we elected to perform qualitative assessments for our reporting units. No indicators of impairment were noted in our insurance reporting units. During the second quarter of 2024, we performed our annual assessment of our recoverability of goodwill related to the Western Sizzlin reporting unit and an impairment of $ 1,000 was recorded. There was no impairment recorded by Steak n Shake. No impairment was recorded for our reporting units in 2023. 42 Table of Contents Note 8. Goodwill and Other Intangible Assets (continued) Other Intangible Assets Intangible assets with indefinite lives are composed of the following. Trade Names Lease Rights Total Balance as of December 31, 2022 Intangibles $ 15,876 $ 10,889 $ 26,765 Accumulated impairment losses — ( 3,748 ) ( 3,748 ) $ 15,876 $ 7,141 $ 23,017 Change in foreign exchange rates during 2023 — 213 213 Balance as of December 31, 2023 $ 15,876 $ 7,354 $ 23,230 Change in foreign exchange rates during 2024 — ( 410 ) ( 410 ) Balance as of December 31, 2024 $ 15,876 $ 6,944 $ 22,820 Intangible assets with indefinite lives consist of trade names and lease rights. No impairment was recorded in 2024. During 2023, $ 20 of impairment was recorded. Note 9. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses include the following. December 31, 2024 2023 Accounts payable $ 28,542 $ 22,448 Gift cards and other marketing 6,655 7,089 Insurance accruals 1,746 2,565 Compensation 4,911 12,821 Deferred revenue 3,723 5,314 Taxes payable 8,134 11,050 Oil and gas payable 1,912 3,560 Professional fees 3,052 620 Due to broker 3,517 — Other 1,189 1,276 Accounts payable and accrued expenses $ 63,381 $ 66,743 43 Table of Contents Note 10. Unpaid Loss and Loss Adjustment Expense Other 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 years ended December 31, 2024 and 2023 follows. 2024 2023 Balance at beginning of year: Gross liabilities $ 16,105 $ 17,520 Reinsurance recoverable on unpaid losses ( 937 ) ( 715 ) Net liabilities 15,168 16,805 Incurred losses and loss adjustment expenses: Current accident year 45,445 39,303 Prior accident years ( 1,802 ) ( 3,634 ) Total 43,643 35,669 Paid losses and loss adjustment expenses: Current accident year 35,052 30,554 Prior accident years 6,509 6,752 Total 41,561 37,306 Balance at December 31: Net liabilities 17,250 15,168 Reinsurance recoverable on unpaid losses 778 937 Gross liabilities $ 18,028 $ 16,105 We recorded net reductions of estimated ultimate liabilities for prior accident years of $ 1,802 in 2024 and $ 3,634 in 2023. These reductions, as a percentage of net liabilities at the beginning of each year, were 11.9 % in 2024 and 21.6 % in 2023. 44 Table of Contents Note 10. Unpaid Losses and Loss Adjustment Expenses (continued) Our net incurred and paid liability losses and loss adjustment expenses are summarized by accident year below. IBNR and case development liabilities are as of December 31, 2024. Incurred Losses and Loss Adjustment Expenses through December 31, Accident Year 2017* 2018* 2019* 2020* 2021* 2022* 2023* 2024 IBNR and Case Development Liabilities Cumulative Number of Reported Claims 2017 $ 29,627 $ 28,778 $ 28,895 $ 28,537 $ 28,189 $ 28,213 $ 28,171 $ 28,196 $ 186 3,315 2018 26,576 26,650 26,455 26,385 26,328 26,194 26,187 109 3,359 2019 27,331 26,746 26,444 26,325 25,972 25,223 11 3,127 2020 26,415 25,118 24,305 23,804 23,827 56 3,088 2021 26,555 26,527 26,267 26,597 693 3,196 2022 34,356 32,137 31,674 1,886 3,174 2023 35,450 34,695 3,577 3,283 2024 41,225 9,782 4,066 $ 237,624 Cumulative Paid Losses and Loss Adjustment Expenses through December 31, Accident Year 2017* 2018* 2019* 2020* 2021* 2022* 2023* 2024 2017 $ 22,293 $ 25,491 $ 26,991 $ 27,584 $ 27,815 $ 27,990 $ 27,992 $ 28,010 2018 20,246 23,796 24,844 25,589 25,974 26,049 26,078 2019 20,755 23,787 24,647 25,357 25,831 25,212 2020 20,481 22,614 23,386 23,481 23,771 2021 19,649 22,800 24,393 25,904 2022 24,775 28,738 29,788 2023 27,252 31,118 2024 31,443 Paid losses and loss adjustment expenses 221,324 Incurred less paid losses and loss adjustment expenses 16,300 Unpaid loss adjustment expenses 950 Net unpaid losses and loss adjustment expenses $ 17,250 *Unaudited required supplemental information Loss and loss adjustment expense reserves include an amount for reported losses and an amount for losses incurred but not reported. We establish average liabilities based on expected severities for newly reported claims prior to establishing individual case reserves when insufficient time or information is available for specific claim estimates and for large volumes of minor physical damage claims that, once reported, are quickly settled. We establish case loss estimates for claims, including estimates for loss adjustment expenses, as the facts and merits of the claim are evaluated. Such reserves are necessarily based upon estimates, and while management, based on past experience, believes that the amount is adequate, the ultimate liability may be more or less than the amounts provided. We may record supplemental IBNR liabilities in certain situations when actuarial techniques are difficult to apply. The methods for making such estimates and for establishing the resulting reserves are continually reviewed, and any adjustments are reflected in operations annually. 45 Table of Contents Note 10. Unpaid Losses and Loss Adjustment Expenses (continued) First Guard First Guard’s claim liabilities predominately relate to commercial truck claims. For such claims, we establish and evaluate unpaid claim liabilities using historical claims data and other data as necessary to determine our best estimate, with an annual review by certified actuaries and certified public accountants. Claim liabilities include average case, case development, and IBNR estimates. Southern Pioneer Southern Pioneer’s claim liabilities predominately relate to liquor liability, garage liability, and commercial property as well as homeowners and dwelling fire claims. For such claims, we establish and evaluate unpaid claim liabilities using standard actuarial methods and techniques. The actuarial methods utilize historical claims data, adjusted when deemed appropriate to reflect perceived changes in loss patterns. Claim liabilities include average case, case development, and IBNR estimates. Note 11. Income Taxes The components of the provision for income taxes consist of the following. 2024 2023 2022 Current: Federal $ 2,702 $ 2,197 $ 1,935 State 1,392 544 2,925 Deferred ( 8,489 ) 6,567 ( 15,582 ) Income tax expense (benefit) $ ( 4,395 ) $ 9,308 $ ( 10,722 ) Reconciliation of effective income tax: Tax at U.S. statutory rates $ ( 1,711 ) $ 13,618 $ ( 9,036 ) State income taxes, net of federal benefit ( 2,485 ) 1,572 ( 555 ) Federal income tax credits ( 144 ) ( 1,309 ) ( 106 ) Dividends received deduction ( 910 ) ( 1,169 ) ( 1,183 ) Valuation allowance 788 709 614 162(m) compensation limitation 91 1,506 — Foreign tax rate differences ( 118 ) ( 97 ) ( 124 ) Abraxas tax attributes — ( 5,660 ) — Other 94 138 ( 332 ) Income tax expense (benefit) $ ( 4,395 ) $ 9,308 $ ( 10,722 ) The Company did not have a net tax expense or benefit on income from international operations. Losses before income taxes derived from domestic operations during 2024 were $ 4,955 , earnings before income taxes derived from domestic operations during 2023 were $ 67,736 , and losses before income taxes derived from domestic operations during 2022 were $ 40,624 . Losses before income taxes derived from international operations during 2024, 2023, and 2022 were $ 3,199 , $ 2,889 , and $ 2,403 , respectively. During 2023, the Company recognized tax benefits associated with the tax attributes of Abraxas Petroleum’s oil and gas properties. 46 Table of Contents Note 11. Income Taxes (continued) As of December 31, 2024, we had $ 506 of unrecognized tax benefits, including $ 91 of interest and penalties, which are included in other long-term liabilities in the consolidated balance sheet. As of December 31, 2023, we had $ 348 of unrecognized tax benefits, including $ 48 of interest and penalties, which is included in other long-term liabilities in the consolidated balance sheet. Our continuing practice is to recognize interest expense and penalties related to income tax matters in income tax expense. The unrecognized tax benefits of $ 506 would impact the effective income tax rate if recognized. Adjustments to the Company’s unrecognized tax benefit for gross increases for the current period tax position, gross decreases for prior period tax positions, and the lapse of statutes of limitations during 2024, 2023, and 2022 were not significant. We file income tax returns which are periodically audited by various foreign, federal, state, and local jurisdictions. With few exceptions, we are no longer subject to federal, state, and local tax examinations for fiscal years prior to 2021. We believe we have certain state income tax exposures related to fiscal years 2020 through 2024. Deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets and liabilities and are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our deferred tax assets and liabilities consist of the following. December 31, 2024 2023 Deferred tax assets: Insurance reserves $ 1,572 $ 1,734 Compensation accruals 308 653 Gift card accruals 214 749 Net operating loss credit carryforward 20,898 19,840 Valuation allowance on net operating losses ( 15,477 ) ( 14,643 ) Deferred income 272 351 Bad debt reserve 743 667 Other 1,393 313 Total deferred tax assets 9,923 9,664 Deferred tax liabilities: Investment partnerships 17,255 27,896 Investments 557 288 Goodwill and intangibles 19,068 16,350 Fixed assets and depletable assets basis difference 2,436 3,069 Total deferred tax liabilities 39,316 47,603 Net deferred tax liability $ ( 29,393 ) $ ( 37,939 ) Accounts payable and accrued expenses include income taxes receivable of $ 613 as of December 31, 2024, and income taxes payable of $ 980 as of December 31, 2023. 47 Table of Contents Note 12. Lines of Credit Biglari Holdings Lines of Credit Biglari Holdings’ line of credit dated September 13, 2022 was amended on September 13, 2024 and the available line of credit was increased to $ 35,000 . The line of credit matures on September 13, 2026. The line of credit includes customary covenants as well as financial maintenance covenants. There was a $ 35,000 balance of the line of credit on December 31, 2024. There was no balance on the line of credit on December 31, 2023. Our interest rate was 7.1 % on December 31, 2024 and 8.1 % on December 31, 2023, respectively. On November 8, 2024, Biglari Holdings entered into a line of credit in an aggregate principal amount of up to $ 75,000 . The line of credit will be available on a revolving basis until November 7, 2027. The line of credit includes customary covenants as well as financial maintenance covenants. The balance of the line of credit was $ 10,000 on December 31, 2024. Our interest rate was 7.8 % on December 31, 2024. Western Sizzlin Revolver Western Sizzlin’s available line of credit is $ 500 . As of December 31, 2024 and 2023, Western Sizzlin had no debt outstanding under its revolver. Note 13. Lease Assets and Obligations Lease obligations include the following. December 31, 2024 2023 Current portion of lease obligations Finance lease liabilities $ 1,250 $ 1,258 Finance obligations 4,664 4,826 Operating lease liabilities 8,535 8,771 Total current portion of lease obligations $ 14,449 $ 14,855 Long-term lease obligations Finance lease liabilities $ 2,747 $ 3,581 Finance obligations 60,386 56,471 Operating lease liabilities 27,606 26,337 Total long-term lease obligations $ 90,739 $ 86,389 Nature of Leases Steak n Shake and Western Sizzlin operate restaurants that are located on sites owned by us and 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 costs consist of the following. 2024 2023 2022 Finance lease costs: Amortization of right-of-use assets $ 918 $ 949 $ 1,290 Interest on lease liabilities 318 345 422 Operating and variable lease costs 11,531 12,158 14,186 Sublease income ( 11,895 ) ( 11,874 ) ( 11,450 ) Total lease costs $ 872 $ 1,578 $ 4,448 48 Table of Contents Note 13. Lease Assets and Obligations (continued) Supplemental cash flow information related to leases is as follows. Year Ended December 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 1,226 $ 1,220 Operating cash flows from finance leases $ 318 $ 345 Operating cash flows from operating leases $ 10,831 $ 12,469 Supplemental balance sheet information related to leases is as follows. December 31, 2024 2023 Finance leases: Property and equipment, net $ 2,980 $ 3,574 Weighted-average lease terms and discount rates are as follows. 2024 Weighted-average remaining lease terms: Finance leases 4.34 years Operating leases 6.18 years Weighted-average discount rates: Finance leases 7.0 % Operating leases 7.0 % Maturities of lease liabilities as of December 31, 2024, are as follows. Year Operating Leases Finance Leases 2025 $ 10,714 $ 1,486 2026 8,310 1,163 2027 5,913 828 2028 5,094 437 2029 4,038 205 After 2029 10,213 524 Total lease payments 44,282 4,643 Less interest 8,141 646 Total lease liabilities $ 36,141 $ 3,997 Rent expense is presented below. 2024 2023 2022 Minimum rent $ 12,284 $ 12,712 $ 14,333 Contingent rent 8 73 105 Rent expense $ 12,292 $ 12,785 $ 14,438 49 Table of Contents Note 13. Lease Assets and Obligations (continued) Lease Income The components of lease income are as follows. 2024 2023 2022 Operating lease income $ 16,863 $ 16,343 $ 15,698 Variable lease income 7,115 7,349 5,875 Total lease income $ 23,978 $ 23,692 $ 21,573 The following table displays the Company’s future minimum rental receipts for non-cancelable leases and subleases as of December 31, 2024. Franchise partner leases and subleases are short-term leases and have been excluded from the table. Operating Leases Year Subleases Owned Properties 2025 $ 622 $ 476 2026 225 509 2027 206 521 2028 86 532 2029 — 548 After 2029 — 2,633 Total future minimum receipts $ 1,139 $ 5,219 Note 14. Related Party Transactions Services Agreement During 2017, the Company entered into a services agreement with Biglari Enterprises LLC and Biglari Capital Corp. (collectively, the “Biglari Entities”) under which the Biglari Entities provide business and administrative related services to the Company. The Biglari Entities are owned by Mr. Biglari. The services agreement has a rolling five-year term, with annual adjustments to the fixed fee. The fixed fee was $ 700 per month from its inception in October 2017 to November 2023. The fixed fee was $ 800 per month from December 2023 to September 2024 and $ 900 per month from October 2024 to December 2024. The Company paid Biglari Enterprises $ 9,900 in service fees during 2024 and $ 8,500 during 2023. The services agreement does not alter the Company’s hurdle rate connected with the incentive reallocation paid to Biglari Capital Corp. Investments in The Lion Fund, L.P., and The Lion Fund II, L.P. As of December 31, 2024, the Company’s investments in The Lion Fund, L.P., and The Lion Fund II, L.P., had a fair value of $ 656,266 . Contributions to and distributions from The Lion Fund, L.P., and The Lion Fund II, L.P., were as follows. 2024 2023 2022 Contributions $ 75,938 $ 45,030 $ 59,877 Distributions ( 10,000 ) ( 14,500 ) ( 70,700 ) $ 65,938 $ 30,530 $ ( 10,823 ) The investments are subject to a rolling five-year lock-up period under the terms of the respective partnership agreements. The lock-up period can be waived by the general partner in its sole discretion. 50 Table of Contents Note 14. Related Party Transactions (continued) As the general partner of the investment partnerships, Biglari Capital will earn an incentive reallocation fee, on December 31 of each year, for the Company’s investments equal to 25 % of the net profits above a hurdle rate of 6 % over the previous high-water mark. There were no incentive reallocations in 2024, 2023, or 2022. Gains on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements. 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. Mr. Biglari earned incentive fees of $ 455 and $ 7,271 during 2024 and 2023, respectively. The 2023 incentive fee was paid during 2024. The 2024 incentive fee will be paid in 2025 and is recorded as accrued compensation within accounts payable and accrued expenses as of December 31, 2024. Note 15. 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 16. 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 the 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 within Level 1 of the fair value hierarchy. Equity securities: The Company’s investments in equity securities are classified within Level 1 of the fair value hierarchy. 51 Table of Contents Note 16. Fair Value of Financial Assets (continued) Bonds: The Company’s investments in bonds consist of both corporate and government debt. Bonds may be classified as Level 1 or Level 2 of the fair value hierarchy. As of December 31, 2024 and 2023, the fair values of financial assets were as follows. December 31, 2024 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Cash equivalents $ 11,684 $ — $ — $ 11,684 $ 2,374 $ — $ — $ 2,374 Equity securities: Consumer goods 39,706 — — 39,706 26,660 — — 26,660 Other 5,569 — — 5,569 3,171 — — 3,171 Bonds: Government 52,328 5,245 — 57,573 61,536 — — 61,536 Corporate — 750 — 750 3,199 — — 3,199 Total assets at fair value $ 109,287 $ 5,995 $ — $ 115,282 $ 96,940 $ — $ — $ 96,940 There were no changes in the valuation techniques used to measure fair values on a recurring basis. Note 17. Business Segment Reporting Our reportable business segments are organized in a manner that reflects how management views those business activities. Biglari Holdings’ diverse businesses are managed on an unusually decentralized basis. Our restaurant operations include Steak n Shake and Western Sizzlin. Our insurance operations include First Guard, Southern Pioneer, and Biglari Reinsurance. 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 under corporate and other. We report our earnings from investment partnerships separately. The Company’s chief operating decision maker is the Chief Executive Officer who is ultimately responsible for significant capital allocation decisions, evaluating operating performance and selecting the chief executive to head each of the operating segments. The cost and expense information provided is based on the information regularly provided to the chief operating decision maker. Given the varied operating segments and differences in revenue streams and cost structures, there are wide variances in the form, content, and levels of such expense information significant to the business. With respect to insurance underwriting, the chief operating decision maker considers pre-tax underwriting earnings. Typically, there are no budgeted or forecasted premiums. For most non-insurance businesses, pre-tax earnings are considered in allocating resources and capital. 52 Table of Contents Note 17. Business Segment Reporting (continued) A disaggregation of our consolidated data for each of the three most recent years is presented in the tables which follow. Insurance 2024 First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance Revenue $ 37,691 $ 28,118 $ 65,809 $ 3,928 $ 2,956 $ 72,693 Cost and expenses: Insurance losses 27,236 16,407 43,643 — — 43,643 Underwriting expenses 6,417 11,311 17,728 — — 17,728 Other segment items — — — — 2,232 2,232 Total costs and expenses 33,653 27,718 61,371 — 2,232 63,603 Earnings before income taxes $ 4,038 $ 400 $ 4,438 $ 3,928 $ 724 $ 9,090 2023 First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance Revenue $ 36,917 $ 24,308 $ 61,225 $ 3,074 $ 2,973 $ 67,272 Cost and expenses: Insurance losses 20,861 14,807 35,668 — — 35,668 Underwriting expenses 6,564 10,539 17,103 — — 17,103 Other segment items — — — — 1,418 1,418 Total costs and expenses 27,425 25,346 52,771 — 1,418 54,189 Earnings before income taxes $ 9,492 $ ( 1,038 ) $ 8,454 $ 3,074 $ 1,555 $ 13,083 2022 First Guard Southern Pioneer Total Underwriting Investment Income Other Total Insurance Revenue $ 35,914 $ 24,035 $ 59,949 $ 1,380 $ 3,211 $ 64,540 Cost and expenses: Insurance losses 22,299 14,888 37,187 — — 37,187 Underwriting expenses 7,037 10,424 17,461 — — 17,461 Other segment items — — — ( 12 ) ( 12 ) Total costs and expenses 29,336 25,312 54,648 — ( 12 ) 54,636 Earnings before income taxes $ 6,578 $ ( 1,277 ) $ 5,301 $ 1,380 $ 3,223 $ 9,904 Other segment items include general and administrative costs, depreciation, and other income. 53 Table of Contents Note 17. Business Segment Reporting (continued) Restaurant 2024 Steak n Shake Western Sizzlin Total Restaurants Revenue $ 240,846 $ 10,601 $ 251,447 Cost and expenses: Cost of food 44,440 3,451 47,891 Labor costs 47,884 2,547 50,431 Occupancy and other 47,511 2,977 50,488 Selling, general and administrative 53,870 44 53,914 Depreciation, amortization and impairment 27,042 67 27,109 Total costs and expenses 220,747 9,086 229,833 Earnings before income taxes $ 20,099 $ 1,515 $ 21,614 2023 Steak n Shake Western Sizzlin Total Restaurants Revenue $ 239,956 $ 10,901 $ 250,857 Cost and expenses: Cost of food 41,562 3,431 44,993 Labor costs 44,663 2,427 47,090 Occupancy and other 48,092 2,925 51,017 Selling, general and administrative 48,558 258 48,816 Depreciation, amortization and impairment 30,911 67 30,978 Total costs and expenses 213,786 9,108 222,894 Earnings before income taxes $ 26,170 $ 1,793 $ 27,963 2022 Steak n Shake Western Sizzlin Total Restaurants Revenue $ 231,820 $ 9,748 $ 241,568 Cost and expenses: Cost of food 41,246 3,215 44,461 Labor costs 48,354 2,170 50,524 Occupancy and other 48,140 2,632 50,772 Selling, general and administrative 51,658 175 51,833 Depreciation, amortization and impairment 30,944 72 31,016 Total costs and expenses 220,342 8,264 228,606 Earnings before income taxes $ 11,478 $ 1,484 $ 12,962 54 Table of Contents Note 17. Business Segment Reporting (continued) Oil and Gas 2024 Abraxas Petroleum Southern Oil Total Oil and Gas Revenue $ 22,590 $ 14,355 $ 36,945 Cost and expenses: Production costs 9,517 7,119 16,636 Depreciation and depletion 6,202 4,900 11,102 General and administrative 3,718 2,417 6,135 Total costs and expenses 19,437 14,436 33,873 Gains on sales of properties 16,700 — 16,700 Earnings before income taxes $ 19,853 $ ( 81 ) $ 19,772 2023 Abraxas Petroleum Southern Oil Total Oil and Gas Revenue $ 27,576 $ 17,495 $ 45,071 Cost and expenses: Production costs 9,605 7,760 17,365 Depreciation and depletion 6,359 3,980 10,339 General and administrative 2,765 2,399 5,164 Total costs and expenses 18,729 14,139 32,868 Gains on sales of properties 13,563 — 13,563 Earnings before income taxes $ 22,410 $ 3,356 $ 25,766 2022 Abraxas Petroleum Southern Oil Total Oil and Gas Revenue $ 11,455 $ 46,091 $ 57,546 Cost and expenses: Production costs 4,487 13,355 17,842 Depreciation and depletion 2,510 5,503 8,013 General and administrative 3,806 2,694 6,500 Total costs and expenses 10,803 21,552 32,355 Gains on sales of properties — — — Earnings before income taxes $ 652 $ 24,539 $ 25,191 55 Table of Contents Note 17. Business Segment Reporting (continued) Maxim 2024 2023 2022 Revenue $ 1,029 $ 2,118 $ 4,577 Cost and expenses: Licensing and media cost 2,036 1,840 2,695 General and administrative 173 267 122 Total costs and expenses 2,209 2,107 2,817 Earnings before income taxes $ ( 1,180 ) $ 11 $ 1,760 Capital Expenditures 2024 2023 2022 Operating Businesses: Restaurant $ 21,812 $ 21,294 $ 24,470 Insurance 152 309 1,558 Oil and Gas 11,783 544 906 Operating Businesses 33,747 22,147 26,934 Corporate and other 36 1,258 2,812 $ 33,783 $ 23,405 $ 29,746 Depreciation, Depletion, and Amortization 2024 2023 2022 Operating Businesses: Restaurant $ 27,002 $ 27,031 $ 27,496 Insurance 341 339 193 Oil and Gas 11,102 10,339 8,013 Operating Businesses 38,445 37,709 35,702 Corporate and other 1,398 1,270 741 $ 39,843 $ 38,979 $ 36,443 56 Table of Contents Note 17. Business Segment Reporting (continued) Reconciliation of revenues and earnings (loss) before income taxes of our business segments to the consolidated amounts for each of the three years ended December 31 follows. Revenues 2024 2023 2022 Total operating businesses $ 362,114 $ 365,318 $ 368,231 Investment partnership gains (losses) — — — Investment gains (losses) — — — Interest expenses not allocated to segments — — — Corporate and other — — — Revenues $ 362,114 $ 365,318 $ 368,231 Earnings (losses) before income taxes 2024 2023 2022 Total operating businesses $ 49,296 $ 66,823 $ 49,817 Investment partnership gains (losses) ( 41,058 ) 19,440 ( 75,953 ) Investment gains (losses) 335 2,211 ( 3,393 ) Interest expenses not allocated to segments ( 771 ) ( 681 ) ( 399 ) Corporate and other ( 15,956 ) ( 22,946 ) ( 13,099 ) Earnings before income taxes $ ( 8,154 ) $ 64,847 $ ( 43,027 ) A disaggregation of our consolidated assets is presented in the table that follows. Identifiable Assets December 31, 2024 2023 Reportable segments: Restaurant Operations: Steak n Shake $ 322,918 $ 325,229 Western Sizzlin 20,534 20,296 Total Restaurant Operations 343,452 345,525 Insurance Operations: First Guard 52,726 67,204 Southern Pioneer 67,808 76,324 Biglari Reinsurance 9,042 — Total Insurance Operations 129,576 143,528 Oil and Gas Operations: Abraxas Petroleum 58,992 66,155 Southern Oil 49,259 43,644 Total Oil and Gas Operations 108,251 109,799 Maxim 17,098 16,056 Corporate 66,029 35,411 Investment partnerships 201,727 199,103 $ 866,133 $ 849,422 57 Table of Contents Note 18. Supplemental Disclosures of Cash Flow Information A summary of supplemental cash flow information for each of the three years ending December 31, 2024, 2023, and 2022 is presented in the following table. 2024 2023 2022 Cash paid during the year for: Interest on debt $ 528 $ 710 $ 359 Interest on obligations under leases 5,361 5,114 5,493 Income taxes 5,938 5,677 1,092 Non-cash investing and financing activities Capital expenditures in accounts payable 2,857 2,077 1,897 Finance lease additions 383 694 — Note 19. Subsequent Events On December 26, 2024, Abraxas Petroleum entered into an agreement to sell undeveloped reserves. The transaction closed on February 20, 2025. As a result of the transaction, a gain of $ 8,557 will be recorded in the first quarter of 2025. Abraxas Petroleum may receive future royalties as a result of this transaction. Note 20. Supplemental Oil and Gas Disclosures (Unaudited) The Company has determined it had significant oil and gas producing activities during the years ended December 31, 2024, December 31, 2023, and December 31, 2022, in accordance with ASC 932 “ Extractive Activities — Oil and Gas. ” Estimated Quantities of Proved Oil and Natural Gas Reserves The Company classifies recoverable hydrocarbons based on their status at the time of reporting. Within the commercial classification are proved reserves and two categories of unproved reserves: probable and possible. The potentially recoverable categories are also referred to as contingent resources. For reserve estimates to be classified as proved, they must meet all SEC and Company standards. Proved oil and gas reserves are the estimated quantities that geoscience and engineering data demonstrate with reasonable certainty to be economically producible from known reservoirs under existing economic conditions, operating methods, and government regulations. Net proved reserves exclude royalties and interests owned by others and reflect contractual arrangements and royalty obligations in effect at the time of the estimate. Proved reserves are classified as either developed or undeveloped. Proved developed reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are the quantities expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Due to the inherent uncertainties and the limited nature of reservoir data, estimates of reserves are subject to change as additional information becomes available. We engaged Netherland, Sewell & Associates, Inc., to prepare our reserve estimates for all of our estimated proved reserves at December 31, 2024. All proved oil and natural gas reserves are located in the United States, primarily offshore in Louisiana state waters and in the Permian Basin. 58 Table of Contents Note 20. Supplemental Oil and Gas Disclosures (Unaudited) (continued) The following table sets forth our estimate of the net proved oil and gas reserves for the years ended December 31, 2024 and 2023. Oil (MBbl) Gas (MMcf) Liquids (MBbl) MBOE Total proved reserves at December 31, 2022 4,971 40,249 1,508 13,188 Revisions ( 512 ) ( 14,934 ) ( 42 ) ( 3,043 ) Extensions 219 470 66 362 Acquisition of reserves — — — — Production ( 542 ) ( 2,181 ) ( 111 ) ( 1,016 ) Total proved reserves at December 31, 2023 4,136 23,604 1,421 9,491 Revisions ( 113 ) ( 2,355 ) 10 ( 495 ) Extensions — — — — Acquisition of reserves — — — — Production ( 480 ) ( 1,775 ) ( 128 ) ( 904 ) Total proved reserves at December 31, 2024 3,543 19,474 1,303 8,092 Proved developed reserves December 31, 2024 3,413 19,206 1,264 7,878 December 31, 2023 3,534 21,395 1,355 8,455 Proved undeveloped reserves December 31, 2024 130 269 39 214 December 31, 2023 602 2,209 66 1,036 Revisions are affected by commodity prices as well as changes to previous proved reserve estimates based on the evaluation of production and operating performance data. Bbl — One stock tank barrel, or 42 United States gallons liquid volume. MBbl — Thousand barrels. MMcf — Million cubic feet of natural gas. MBOE — Thousand barrels of oil equivalent. Natural gas is converted to an oil equivalent basis at six thousand cubic feet per one barrel of oil. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves The standardized measure of discounted future net cash flows presented in the following table was computed using the 12-month unweighted average of the first-day-of-the-month commodity prices, the costs in effect at December 31, 2024 and 2023, and a 10 percent discount factor. The Company cautions that actual future net cash flows may vary considerably from these estimates. Although the Company’s estimates of total proved reserves, development costs, and production rates were based on the best available information, the development and production of the crude oil and natural gas reserves may not occur in the periods assumed. Actual prices realized, costs incurred, and production quantities may vary significantly from those used. Therefore, the estimated future net cash flow computations should not be considered to represent the Company’s estimate of the expected revenues or the current value of proved reserves. 59 Table of Contents Note 20. Supplemental Oil and Gas Disclosures (Unaudited) (continued) The following table sets forth the standardized measure of discounted future net cash flows attributable to proved crude oil and natural gas reserves as of December 31, 2024 and 2023. December 31, 2024 December 31, 2023 Future cash inflows $ 294,708 $ 367,867 Future production costs ( 148,105 ) ( 172,239 ) Future development and abandonment costs ( 19,419 ) ( 28,533 ) Future income tax expense ( 18,160 ) ( 22,919 ) Future net cash flows 109,024 144,176 10 % annual discount for estimated timing of cash flows ( 37,098 ) ( 51,727 ) Standardized measure of discounted future net cash flows $ 71,926 $ 92,449 Changes in Standardized Measure of Discounted Future Net Cash Flows Principle changes in the standardized measure of discounted future net cash flows attributable to the Company’s proved oil and natural gas reserves are as follows. Standardized measure at December 31, 2022 $ 210,067 Net change in prices and production costs ( 86,323 ) Net change in future development costs ( 101 ) Sales of oil and natural gas, net of production expenses ( 27,706 ) Extensions 8,836 Revisions of previous quantity estimates ( 59,164 ) Net change in taxes 30,792 Accretion of discount 22,641 Changes in timing and other ( 6,593 ) Standardized measure at December 31, 2023 $ 92,449 Net change in prices and production costs ( 11,150 ) Net change in future development costs ( 674 ) Sales of oil and natural gas, net of production expenses ( 20,290 ) Extensions — Revisions of previous quantity estimates ( 7,529 ) Previously estimated development costs incurred 10,343 Net change in taxes 2,738 Accretion of discount 10,897 Changes in timing and other ( 4,858 ) Standardized measure at December 31, 2024 $ 71,926 60 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable.