United States securities and exchange commission logo
December 15, 2022
Bruce Lewis
Controller
Biglari Holdings Inc.
19100 Ridgewood Parkway, Suite 1200
San Antonio, Texas 78259
Re: Biglari Holdings
Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 28,
2022
Form 10-Q for
Fiscal Quarter Ended September 30, 2022
Filed November 4,
2022
File No. 001-38477
Dear Bruce Lewis:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-Q for Fiscal Quarter Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
20
1. Please revise to
supplement your disclosure with analysis of underlying reasons for
changes in results. For
example, we note that insurance losses increased as a percent of
premiums earned for
First Guard and Southern Pioneer.
Form 10-K for Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements, page 32
2. Please tell us your
consideration of providing insurance disclosures required by ASC 944,
specifically ASC
944-40-50-3 and 50-4B through 50-4H.
Bruce Lewis
Biglari Holdings Inc.
December 15, 2022
Page 2
Note 19. Supplemental Oil and Gas Disclosures (Unaudited), page 51
3. Please expand your disclosure to provide the information relating to
the costs incurred for
property acquisition, exploration, and development activities. Refer
to FASB ASC 932-
235-50-18.
4. We note disclosure on page 51 indicating you determined that the
Company had
significant oil and gas producing activities during the year ended
December 31, 2021 in
accordance with ASC 932 Extractive Activities-Oil and Gas. Refer
to the requirements
in Item 1201(a) and expand the information relating to Southern Oil to
provide the
disclosures specified in Items 1202 through 1208 of Regulation S-K.
5. We note you determined that the Company did not have significant oil
and gas producing
activities during the years ended December 31, 2020 and 2019. Please
provide us the
rational in reasonable detail supporting your conclusion.
Estimated Quantities of Proved Oil and Natural Gas Reserves, page 51
6. Please expand your disclosure of proved reserves, and the changes
therein, expressed as
barrels of oil equivalent to clarify the basis for converting your
natural gas volumes to
equivalent barrels of oil (e.g. the number of cubic feet of natural
gas per barrel of oil
equivalent). Refer to Instruction 3 to Item 1202(a)(2) of Regulation
S-K.
7. Please expand the presentation of your proved developed reserves and
proved
undeveloped reserves by individual product type to include the net
quantities as of the
beginning of the period presented, e.g. as of December 31, 2020.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or
John
Hodgin, Petroleum Engineer, at (202) 551-3699 if you have questions regarding
the
engineering comments. Please contact Abe Friedman, Staff Accountant, at (202)
551-8298 or
Lyn Shenk, Branch Chief, at (202) 551-3380 with any other questions.
FirstName LastNameBruce Lewis Sincerely,
Comapany NameBiglari Holdings Inc.
Division of
Corporation Finance
December 15, 2022 Page 2 Office of Trade &
Services
FirstName LastName