BIGLARI HOLDINGS INC. (dollars in thousands, except per-share data)
Biglari Holdings Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, licensing and media, restaurants, and oil and gas. The Company's largest operating subsidiaries are involved in the franchising and operating of restaurants.Biglari Holdings is founded and led bySardar 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 byMr. Biglari . As ofDecember 31, 2022 ,Mr. Biglari beneficially owns shares of the Company that represent approximately 66.3% of the economic interest and approximately 70.4% of the voting interest. Business Acquisitions OnSeptember 14, 2022 , the Company purchased 685,505 shares of Series A Preferred Stock (the "Preferred Shares") of Abraxas Petroleum Corporation ("Abraxas Petroleum") for a purchase price of$80,000 . OnOctober 26, 2022 , the Company converted the Preferred Shares to 90% of the outstanding common stock of Abraxas Petroleum. The Company used working capital including its line of credit to fund the purchase of the Preferred Shares. Abraxas Petroleum operates oil and natural gas properties in thePermian Basin . The preliminary purchase price allocation includes$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 acquisition date to the end of the calendar year. The revenues and operating results for Abraxas Petroleum were not significant to the Company.
On
Discussion of Operations
Net earnings attributable to
2022 2021 2020
Operating businesses:
Restaurant $ 9,383 $ 11,235 $ (4,961)
Insurance 7,662 11,290 9,840
Oil and gas 19,091 7,528 1,890
Brand licensing 1,313 2,364 1,374
Interest expense (305) (841) (6,940)
Corporate and other (9,806) (9,829) (9,563)
Total operating businesses 27,338 21,747 (8,360)
Investment partnership gains (losses) (56,961) 8,899 (32,506)
Investment gains (losses) (2,682) 4,832 2,877
Net earnings (loss) (32,305) 35,478 (37,989)
Earnings (loss) attributable to noncontrolling
interest (287) - -
Net earnings (loss) attributable to
$ (32,018) $
35,478
The following discussion should be read in conjunction with Item 1, Business and our Consolidated Financial Statements and the notes thereto included in this Form 10-K. The following discussion should also be read in conjunction with the "Cautionary Note Regarding Forward-Looking Statements" and the risks and uncertainties described in Item 1A, Risk Factors, set forth above. Our Management Discussion and Analysis generally discusses 2022 and 2021 items. Discussions of 2020 items can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year endedDecember 31, 2021 , filed with theSEC onFebruary 28, 2022 . Investment gains and losses in 2022 and 2021 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly and annual results. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. Through our subsidiaries, we engage in numerous diverse business activities. We operate on a decentralized management structure. The business segment data (Note 17 to the accompanying Consolidated Financial Statements) should be read in conjunction with this discussion.
Restaurants
Our restaurant businesses, which include Steak n Shake andWestern Sizzlin , comprise 545 company-operated and franchise restaurants as ofDecember 31, 2022 . Steak n Shake Western Sizzlin Company- Franchise Traditional Company- operated Partner Franchise operated Franchise Total Stores open on December 31, 2019 368 29 213 4 48
662
Corporate stores transitioned (58) 57 1 - - - Net restaurants opened (closed) (34) - (20) (1) (9)
(64)
Stores open on December 31, 2020 276 86 194 3 39
598
Corporate stores transitioned (73) 73 - - - - Net restaurants opened (closed) (4) - (16) - (1)
(21)
Stores open on December 31, 2021 199 159 178 3 38
577
Corporate stores transitioned (16) 16 - - - - Net restaurants opened (closed) (6) - (24) - (2)
(32)
Stores open on December 31, 2022 177 175 154 3 36 545 As ofDecember 31, 2022 , 39 of the 177 company-operated Steak n Shake stores were closed. We plan to refranchise a majority of our closed company-operated restaurants. 13
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Management's Discussion and Analysis (continued)
Restaurant operations for 2022, 2021, and 2020 are summarized below.
2022 2021 2020
Revenue
Net sales $ 149,184 $ 187,913 $ 306,577
Franchise partner fees 63,853 55,641 22,213
Franchise royalties and fees 19,678 21,736 18,794
Other revenue 8,853 6,000 3,082
Total revenue 241,568 271,290 350,666
Restaurant cost of sales
Cost of food 44,461 29.8 % 55,315 29.4 % 88,698 28.9 %
Restaurant operating costs 79,921 53.6 % 92,543 49.2 % 137,574 44.9 %
Occupancy costs 15,882 10.6 % 19,633 10.4 % 20,383 6.6 %
Total cost of sales 140,264 167,491 246,655
Selling, general and
administrative
General and administrative 40,206 16.6 % 39,940 14.7 % 35,922 10.2 %
Marketing 13,921 5.8 % 13,923 5.1 % 21,507 6.1 %
Other expenses (income) (2,294) (0.9) % 3,323 1.2 % 2,972 0.8 %
Total selling, general and
administrative 51,833 21.5 % 57,186 21.1 % 60,401 17.2 %
Impairments 3,520 1.5 % 4,635 1.7 % 23,646 6.7 %
Depreciation and amortization 27,496 11.4 % 21,484 7.9 % 19,042 5.4 %
Interest on finance leases and
obligations 5,493 6,039 6,274
Earnings (loss) before income
taxes 12,962 14,455 (5,352)
Income tax expense (benefit) 3,579 3,220 (391)
Contribution to net earnings $ 9,383 $ 11,235 $ (4,961)
Cost of food, restaurant operating costs, and occupancy costs are expressed as a
percentage of net sales.
General and administrative, marketing, other expenses, impairments, and
depreciation and amortization are expressed as a percentage of total revenue.
The COVID-19 pandemic adversely affected our restaurant operations and financial
results. Our restaurants were required to close their dining rooms during the
first quarter of 2020. The majority of Steak n Shake's dining rooms remained
closed through the end of 2020 but reopened during 2021, and in doing so
implemented a self-service model.
Net sales during 2022 were $149,184 as compared to $187,913 during 2021. The
decrease in revenue of company-owned restaurants is primarily due to the shift
of company units to franchise partner units. For company-operated units, sales
to the end customer are recorded as revenue generated by the Company, but for
franchise partner units, only our share of the restaurant's profits, along with
certain fees, are recorded as revenue. Because we derive most of our revenue
from our share of the profits, revenue will continue to decline as we transition
from company-operated units to franchise partner units.
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Management's Discussion and Analysis (continued)
To better convey the underlying economics of the franchise partnership model,
the table below shows the average unit sales, the cost of food, and the labor
costs of franchise partners. The average was based on 137 comparable franchise
partner units, out of a total of 175. To be included as a comparable franchise
partner unit, a unit had to be operated by a franchise partner for all of 2022,
and had to be open in 2021 as either a company-operated or a franchise partner
unit.
2022 2021
Net sales $ 1,819 $ 1,595
Cost of food 502 27.6 % 448 28.1 %
Labor costs 500 27.5 % 435 27.3 %
Our franchise partner fees were $63,853 during 2022 as compared to $55,641
during 2021. As of December 31, 2022 , there were 175 franchise partner units as
compared to 159 franchise partner units as of December 31, 2021 . Included in
franchise partner fees were $20,426 and $15,483 of rental income during 2022 and
2021, respectively. Franchise partners rent buildings and equipment from Steak n
Shake.
The franchise royalties and fees generated by the traditional franchising
business were $19,678 during 2022 as compared to $21,736 during 2021. The
decrease in franchise royalties and fees was primarily due to the closing of
certain traditional franchise stores. There were 190 traditional units open on
December 31, 2022 , as compared to 216 units open on December 31, 2021 .
Other revenue in 2022 was $8,853 as compared to $6,000 in 2021. The increase was
primarily a result of gift card breakage, as our restaurants have seen fewer
gift card redemptions since the onset of the pandemic.
The cost of food at company-operated units in 2022 was $44,461 , or 29.8% of net
sales as compared to $55,315 , or 29.4% of net sales in 2021. The decreases in
the cost of food and operating costs are mainly attributable to the
transitioning of company-operated units to franchise partner units. The cost of
food expressed as a percentage of net sales remained consistent with 2021.
The operating costs at company-operated restaurants during 2022 were $79,921 , or
53.6% of net sales as compared to $92,543 , or 49.2% of net sales in 2021. As we
transition to franchise partner units, the remaining company-operated units
generate lower average unit volumes and correspondingly higher operating costs
(including higher wages) as a percentage of net sales.
Selling, general and administrative expenses during 2022 were $51,833 , or 21.5%
of total revenue as compared to $57,186 , or 21.1% of total revenue during 2021.
Selling, general and administrative expenses decreased during 2022 as compared
to 2021 primarily because of lower professional costs.
Asset impairments decreased
Depreciation and amortization expense increased$6,012 during 2022 as compared to 2021. The year-over-year increase is primarily attributable to higher capital expenditures in 2021. Interest on obligations under leases was$5,493 during 2022 versus$6,039 during 2021. The year-over-year decrease in interest expense is primarily attributable to the maturity and retirement of lease obligations.
Insurance
We view our insurance businesses as possessing two activities: underwriting and investing. Underwriting decisions are the responsibility of the unit managers, whereas investing decisions are the responsibility of our Chairman and CEO,Sardar Biglari . Our business units are operated under separate local management.Biglari Holdings' insurance operations consist of First Guard and Southern Pioneer. 15
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Management's Discussion and Analysis (continued)
Underwriting results of our insurance operations are summarized below.
2022 2021 2020
Underwriting gain (loss) attributable to: First Guard$ 6,578 $ 10,573 $ 9,379 Southern Pioneer (1,277) 1,744 620 Pre-tax underwriting gain 5,301 12,317 9,999 Income tax expense 1,113 2,587 2,100 Net underwriting gain$ 4,188 $ 9,730 $ 7,899
Earnings of our insurance operations are summarized below.
2022 2021 2020
Premiums earned $ 59,949 $ 55,411 $ 49,220
Insurance losses 37,187 27,649 24,828
Underwriting expenses 17,461 15,445 14,393
Pre-tax underwriting gain 5,301 12,317 9,999
Other income and expenses
Investment income 1,380 704 1,212
Other income 3,223 1,414 1,220
Total other income 4,603 2,118 2,432
Earnings before income taxes 9,904 14,435 12,431
Income tax expense 2,242 3,145 2,591
Contribution to net earnings $ 7,662 $ 11,290 $ 9,840
Insurance premiums and other on the consolidated statement of earnings includes
premiums earned, investment income, other income, and commissions. Commissions
are in other income in the above table.
First Guard
First Guard is a direct underwriter of commercial truck insurance, selling
physical damage and nontrucking liability insurance to truckers. First Guard's
insurance products are marketed primarily through direct response methods via
the Internet or by telephone. First Guard's cost-efficient direct response
marketing methods enable it to be a low-cost insurer. A summary of First Guard's
underwriting results follows.
2022 2021 2020
Amount % Amount % Amount %
Premiums earned $ 35,914 100.0 % $ 33,521 100.0 % $ 30,210 100.0 %
Insurance losses 22,299 62.1 % 16,338 48.7 % 14,031 46.5 %
Underwriting expenses 7,037 19.6 % 6,610 19.7 % 6,800 22.5 %
Total losses and expenses 29,336 81.7 % 22,948 68.4 % 20,831 69.0 %
Pre-tax underwriting gain $ 6,578 $ 10,573 $ 9,379
First Guard's ratio of losses and loss adjustment expenses to premiums earned
was 62.1% during 2022 as compared to 48.7% during 2021. First Guard's
underwriting results in 2022 were in line with its historical performance
despite cost inflation in property and physical damage claims, which began to
accelerate in 2022. However, 2021 was an abnormally favorable year with low
claim frequency despite a return to pre-pandemic traffic patterns.
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Management's Discussion and Analysis (continued)
Southern Pioneer
Southern Pioneer underwrites garage liability and commercial property insurance, as well as homeowners and dwelling fire insurance. The financial results for Southern Pioneer are from the date of acquisition,March 9, 2020 . A summary of Southern Pioneer's underwriting results follows. 2022 2021 2020 Amount % Amount % Amount % Premiums earned$ 24,035 100.0 %$ 21,890 100.0 %$ 19,010 100.0 % Insurance losses 14,888 61.9 % 11,311 51.7 % 10,797 56.8 % Underwriting expenses 10,424 43.4 % 8,835 40.4 % 7,593 39.9 % Total losses and expenses 25,312 105.3 % 20,146 92.1 % 18,390 96.7 % Pre-tax underwriting gain (loss)$ (1,277) $ 1,744 $ 620
Southern Pioneer's ratio of losses and loss adjustment expenses to premiums earned was 61.9% during 2022 as compared to 51.7% during 2021. Southern Pioneer's 2022 performance was primarily attributable to higher claim frequency and severity (mainly related to adverse weather) in several niche lines.
Insurance - Investment Income
A summary of net investment income attributable to our insurance operations follows.
2022 2021 2020
Interest, dividends, and other investment income: First Guard$ 751 $ 133 $ 285 Southern Pioneer 629 571 927 Pre-tax investment income 1,380 704 1,212 Income tax expense 289 148 255 Net investment income$ 1,091 $ 556 $ 957
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.
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Management's Discussion and Analysis (continued)
Oil and Gas
Southern Oil Southern Oil primarily operates oil and natural gas properties offshore in the shallow waters of theGulf of Mexico . Earnings for Southern Oil are summarized below. 2022 2021 2020 Oil and gas revenue$ 46,091 $ 33,004 $ 26,255 Oil and gas production costs 13,355 10,470
8,700
Depreciation, depletion, and accretion 5,503 8,073 12,527 General and administrative expenses 2,694 4,748 3,010 Earnings before income taxes 24,539 9,713 2,018 Income tax expense 5,946 2,185 128 Contribution to net earnings$ 18,593 $ 7,528 $ 1,890 Our oil and gas business is highly dependent on oil and natural gas prices. Demand for petroleum grew in 2022, with our financial results benefiting from stronger prices and margins. The average West Texas Intermediate price per barrel for the year endedDecember 31, 2022 , was approximately$94.53 as compared to approximately$68.17 for the year endedDecember 31, 2021 . It is expected that the prices of oil and gas commodities will remain volatile, which will be reflected in our financial results. Depreciation, depletion, and accretion expense during 2022 decreased$2,570 as compared to 2021, primarily due to temporarily shutting in producing wells. Abraxas Petroleum Abraxas Petroleum operates oil and natural gas properties in thePermian Basin . Earnings for Abraxas Petroleum from the date of acquisition,September 14, 2022 , are summarized below. 2022 Oil and gas revenue$ 11,455 Oil and gas production costs 4,487 Depreciation, depletion, and accretion 2,510 General and administrative expenses 3,806 Earnings before income taxes 652 Income tax expense 154 Contribution to net earnings$ 498 18
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Management's Discussion and Analysis (continued)
Maxim's business lies principally in licensing and media. Earnings of operations
are summarized below.
2022 2021 2020
Licensing and media revenue $ 4,577 $ 3,203 $ 4,083
Licensing and media cost 2,695 2,275 2,156
General and administrative expenses 122 114 143
Earnings before income taxes 1,760 814 1,784
Income tax expense 447 (1,550) 410
Contribution to net earnings $ 1,313 $ 2,364 $ 1,374
We acquired Maxim with the idea of transforming its business model. The magazine
developed the Maxim brand, a franchise we are utilizing to generate nonmagazine
revenue, notably through licensing, a cash-generating business related to
consumer products, services, and events.
Investment Gains and Investment Partnership Gains
Investment losses were$3,393 ($2,682 net of tax) in 2022 as compared to investment gains of$6,401 ($4,832 net of tax) in 2021. Investment gains in 2021 included a gain from the sale of real estate of$5,047 ($3,785 net of tax). Dividends earned on investments are reported as investment income by our insurance companies. We consider investment income as a component of our aggregate insurance operating results. However, we consider investment gains and losses, whether realized or unrealized, as non-operating.
Earnings from our investments in partnerships are summarized below.
2022 2021 2020
Investment partnership gains (losses)$ (75,953) $ 10,953 $ (43,032) Tax expense (benefit) (18,992) 2,054 (10,526) Contribution to net earnings$ (56,961) $ 8,899 $ (32,506) Investment partnership gains include gains/losses from changes in the market values of underlying investments and dividends earned by the partnerships. Dividend income has a lower effective tax rate than income from capital gains. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. The investment partnerships hold the Company's common stock as investments. The Company's pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. Gains and losses on Company common stock included in the earnings of the partnerships are eliminated in the Company's consolidated financial results. Investment gains and losses in 2022 and 2021 were mainly derived from our investments in equity securities and included unrealized gains and losses from market price changes during the period. We believe that investment and derivative gains/losses are generally meaningless for analytical purposes in understanding our reported quarterly or annual results. These gains and losses have caused and will continue to cause significant volatility in our periodic earnings. 19
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Management's Discussion and Analysis (continued)
Interest Expense
The Company's interest expense is summarized below.
2022 2021 2020
Interest expense on notes payable and other borrowings $ (399) $ (1,121) $ (9,262)
Tax benefit (94) (280) (2,322)
Interest expense net of tax $ (305) $ (841) $ (6,940)
The Company paid Steak n Shake's outstanding credit facility in full in February
2021 . On September 13, 2022 , Biglari Holdings entered into a line of credit in
an aggregate principal amount of up to $30,000 . The balance on the line of
credit was $10,000 on December 31, 2022 .
Income Taxes
The consolidated income tax benefit was
Corporate and Other
Corporate expenses exclude the activities of the restaurant, insurance, brand licensing, and oil and gas businesses. Corporate and other net losses for 2022 remained consistent with the preceding year.
Financial Condition
Our consolidated shareholders' equity on
Consolidated cash and investments are summarized below.
December 31,
2022 2021
Cash and cash equivalents $ 37,467 $ 42,349
Investments 69,466 83,061
Fair value of interest in investment partnerships 383,004 474,201
Total cash and investments 489,937 599,611
Less: portion of Company stock held by investment partnerships (227,210) (223,802) Carrying value of cash and investments on balance sheet
$ 262,727
Unrealized gains/losses of
Liquidity
Our balance sheet continues to maintain significant liquidity. Consolidated cash flow activities are summarized below.
2022 2021 2020
Net cash provided by operating activities $ 127,825 $ 228,767 $ 117,556
Net cash used in investing activities (136,605) (58,525) (129,487) Net cash provided by (used in) financing activities 3,860 (156,157)
(29,109)
Effect of exchange rate changes on cash 38 (64) 10
Increase (decrease) in cash, cash equivalents, and
restricted cash $ (4,882) $ 14,021 $ (41,030)
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Management's Discussion and Analysis (continued)
In 2022, cash from operating activities decreased by$100,942 as compared to 2021. The change was primarily attributable to a decrease in distributions from investment partnerships from$180,170 in 2021 to$70,700 in 2022. The distributions during 2022 were primarily used to acquire Abraxas Petroleum, and the distributions during 2021 were primarily used to repay Steak n Shake's term loan.
Net cash used in investing activities increased during 2022 by
Cash provided by financing activities of
We intend to meet the working capital needs of our operating subsidiaries, principally through cash flows generated from operations and cash on hand. We continually review available financing alternatives.
Biglari Holdings Line of Credit OnSeptember 13, 2022 ,Biglari Holdings entered into a line of credit in an aggregate principal amount of up to$30,000 . The line of credit will be available on a revolving basis untilSeptember 12, 2024 . The line of credit includes customary covenants, as well as financial maintenance covenants. As ofDecember 31, 2022 , we were in compliance with all covenants. The balance of the line of credit onDecember 31, 2022 , was$10,000 . Our interest rate was 6.53% onDecember 31, 2022 , which is based on the 30-day Secured Overnight Financing Rate plus 2.728%. Steak n Shake Credit Facility OnMarch 19, 2014 , Steak n Shake and its subsidiaries entered into a credit agreement that provided for a senior secured term loan facility in an aggregate principal amount of$220,000 . The term loan was scheduled to mature onMarch 19, 2021 . The Company repaid Steak n Shake's outstanding balance in full onFebruary 19, 2021 . Western Sizzlin RevolverWestern Sizzlin's available line of credit is$500 . As ofDecember 31, 2022 and 2021,Western Sizzlin had no debt outstanding under its revolver. Critical Accounting Policies Certain accounting policies require us to make estimates and judgments in determining the amounts reflected in the consolidated financial statements. Such estimates and judgments necessarily involve varying, and possibly significant, degrees of uncertainty. Accordingly, certain amounts currently recorded in the financial statements will likely be adjusted in the future based on new available information and changes in other facts and circumstances. A discussion of our principal accounting policies that required the application of significant judgments as ofDecember 31, 2022 , follows.
Consolidation
The consolidated financial statements include the accounts ofBiglari Holdings Inc. and the wholly owned subsidiaries ofBiglari Holdings Inc. The analysis as to whether to consolidate an entity is subject to a significant amount of judgment. All intercompany accounts and transactions are eliminated in consolidation. Our interests in the investment partnerships are accounted for as equity method investments because of our retained limited partner interest in the investment partnerships. The Company records gains from the investment partnerships (inclusive of the investment partnerships' unrealized gains and losses on their securities) in the consolidated statement of earnings based on our proportional ownership interest in the investment partnerships. Impairment of Restaurant Long-lived Assets We review company-operated restaurants for impairment on a restaurant-by-restaurant basis when events or circumstances indicate a possible impairment. 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. We test for impairment by comparing the carrying value of the asset to the undiscounted future cash flows expected to be generated by the asset. If the total estimated future cash flows are less than the carrying amount of the asset, the carrying value is written down to the estimated fair value, and a loss is recognized in earnings. Determining the future cash flows expected to be generated by an asset requires significant judgment regarding future performance of the asset, fair market value if the asset were to be sold, and other financial and economic assumptions. 21
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Management's Discussion and Analysis (continued)
Oil and Natural Gas Reserves Crude oil and natural gas reserves are estimates of future production that impact certain asset and expense accounts. Proved reserves are the estimated quantities of oil and gas that geoscience and engineering data demonstrate with reasonable certainty to be economically producible in the future under existing economic conditions, operating methods, and government regulations. Proved reserves include both developed and undeveloped volumes. Proved developed reserves represent volumes expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new wells on undrilled proved acreage, or from existing wells where expenditure is required for recompletion. We estimate our proved oil and natural gas reserves in accordance with the guidelines established by theSEC . Due to the inherent uncertainties and the limited nature of reservoir data, estimates of reserves are subject to change as additional information becomes available. Income Taxes We record deferred tax assets or liabilities, which are based on differences between financial reporting and the tax basis of assets and liabilities and are measured using the currently enacted rates and laws that will be in effect when the differences are expected to reverse. We record deferred tax assets to the extent we believe there will be sufficient future taxable income to utilize those assets prior to their expiration. To the extent deferred tax assets are unable to be utilized, we would record a valuation allowance against the unrealizable amount and record that amount as a charge against earnings. Due to changing tax laws and state income tax rates, significant judgment is required to estimate the effective tax rate applicable to tax differences arising from reversal in the future. We must also make estimates about the sufficiency of taxable income in future periods to offset any deductions related to deferred tax assets currently recorded.Goodwill and Other Intangible Assets We evaluate goodwill and any indefinite-lived intangible assets for impairment annually, or more frequently if circumstances indicate impairment may have occurred.Goodwill impairment occurs when the estimated fair value of goodwill is less than its carrying value. The valuation methodology and underlying financial information included in our determination of fair value require significant managerial judgment. Based on a review of the qualitative factors, if we determine it is not more likely than not that the fair value is less than the carrying value, we may bypass the quantitative impairment test. We may also elect not to perform the qualitative assessment for the reporting unit or intangible assets and perform a quantitative impairment test instead.
Leases
We determine whether a contract is or contains a lease at contract inception
based on the presence of identified assets and our right to obtain substantially
all of the economic benefit from, or to direct the use of, such assets. When we
determine a lease exists, we record a right-of-use asset and corresponding lease
liability on our consolidated balance sheets. Right-of-use assets represent our
right to use an underlying asset for the lease term. Lease liabilities represent
our obligation to make lease payments arising from the lease. Right-of-use
assets are recognized at the commencement date at the value of the lease
liability and are adjusted for any prepayments, lease incentives received, and
initial direct costs incurred. Lease liabilities are recognized at the lease
commencement date based on the present value of remaining lease payments over
the lease term. As the discount rate implicit in the lease is not readily
determinable in most of our leases, we use our incremental borrowing rate based
on the information available at the commencement date in determining the present
value of lease payments. Our lease terms include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option. We do
not record lease contracts with a term of 12 months or less on our consolidated
balance sheets. 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.
Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In general, forward-looking
statements include estimates of future revenues, cash flows, capital
expenditures, or other financial items, and assumptions underlying any of the
foregoing. Forward-looking statements reflect management's current expectations
regarding future events and use words such as "anticipate," "believe," "expect,"
"may," and other similar terminology. A forward-looking statement is neither a
prediction nor a guarantee of future events or circumstances, and those future
events or circumstances may not occur. Investors should not place undue reliance
on the forward-looking statements, which speak only as of the date of this
report. These forward-looking statements are all based on currently available
operating, financial, and competitive information and are subject to various
risks and uncertainties. Our actual future results and trends may differ
materially depending on a variety of factors, many beyond our control,
including, but not limited to, the risks and uncertainties described in Item 1A,
Risk Factors, set forth above. We undertake no obligation to publicly update or
revise them, except as may be required by law.
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