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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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x |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2021
or
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¨ |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission file number 001-38477
BIGLARI HOLDINGS INC.
(Exact name of registrant as specified in its charter)
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Indiana |
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82-3784946 |
(State or other jurisdiction of incorporation) |
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(I.R.S. Employer Identification No.) |
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17802 IH 10 West, |
Suite 400 |
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San Antonio, |
Texas |
78257 |
(Address of principal executive offices) |
(Zip Code) |
(210) 344-3400
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbols |
Name of each exchange on which registered |
Class A Common Stock, no par value |
BH.A |
New York Stock Exchange |
Class B Common Stock, no par value |
BH |
New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the
Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ¨
No
x
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
¨ No
x
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files). Yes
x
No
¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
¨
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Accelerated filer |
x
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Non-accelerated filer |
¨
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Smaller reporting company |
¨
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Emerging growth company |
¨
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
¨
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the effectiveness
of internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit
report.
x
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No
x
The aggregate market value of the voting and non-voting common
stock held by non-affiliates of the registrant as of June 30, 2021
was approximately $173,487,448.
Number of shares of common stock outstanding as of
February 21, 2022:
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Class A common stock – |
206,864 |
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Class B common stock – |
2,068,640 |
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DOCUMENTS INCORPORATED BY REFERENCE
None
Table of Contents
Page
PART IV
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Independent
Auditors’ Report (PCAOB ID No 34)
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the
Annual Report on Form 10-K of Biglari Holdings Inc. (“Biglari
Holdings”, “we”, “us”, “our”, the “Company” or the “Corporation”)
for the fiscal year ended December 31, 2021, originally filed with
the Securities and Exchange Commission (the “SEC”) on February 28,
2022 (the “Original Filing”), to include separate audited financial
statements of The Lion Fund II, L.P. (the “Lion Fund II”) pursuant
to Rule 3-09 of Regulation S-X (“Rule 3-09”) in Part IV, Item 15.
The audited financial statements of the Lion Fund II (the “Lion
Fund II Financial Statements”) were not available at the time of
the Original Filing. In accordance with Rule 3-09(b)(2), the Lion
Fund II Financial Statements are being filed as an amendment to the
Original Filing within 90 days after the end of the Lion Fund II’s
fiscal year.
In addition, in connection with the filing of this Amendment and
pursuant to the rules of the SEC, we are including with this
Amendment certain currently dated certifications. Accordingly, Item
15 of Part IV has also been amended to reflect the filing of these
currently dated certifications.
This Form 10-K/A does not attempt to modify or update any other
disclosures set forth in the Original Filing, except as required to
reflect the additional information included in Part IV, Item 15 of
this Form 10-K/A. Additionally, this Form 10-K/A, except for the
additional information included in Part IV, speaks as of the filing
date of the Original Filing and does not update or discuss any
other Company developments subsequent to the date of the Original
Filing. Accordingly, this Form 10-K/A should be read in conjunction
with our filings made with the SEC subsequent to the Original
Filing.
Item 15. Exhibits and Financial Statement Schedules
INDEPENDENT AUDITORS’ REPORT
To the Partners of The Lion Fund II, L.P.
San Antonio, Texas
Opinion
We have audited the financial statements of The Lion Fund II, L.P.
(a Delaware Limited Partnership) (the “Fund”), which comprise the
statement of assets and liabilities as of December 31, 2021 and
2020, and the related statements of operations, changes in
partners’ capital, and cash flows for the years ended, December 31,
2021, 2020, and 2019 and the related notes to the financial
statements (collectively referred to as the “financial
statements”).
In our opinion, the accompanying financial statements present
fairly, in all material respects, the financial position of The
Lion Fund II as of December 31, 2021 and 2020, and the results of
its operations, changes in partners’ capital, and its cash flows
for the years then ended December 31, 2021, 2020, and 2019 in
accordance with accounting principles generally accepted in the
United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America (GAAS). Our
responsibilities under those standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are required to be independent
of the Company and to meet our other ethical responsibilities, in
accordance with the relevant ethical requirements relating to our
audits. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion.
Responsibilities of Management for the Financial
Statements
Management is responsible for the preparation and fair presentation
of the financial statements in accordance with accounting
principles generally accepted in the United States of America, and
for the design, implementation, and maintenance of internal control
relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is required to
evaluate whether there are conditions or events, considered in the
aggregate, that raise substantial doubt about the Company’s ability
to continue as a going concern for one year after the date that the
financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is
a high level of assurance but is not absolute assurance and
therefore is not a guarantee that an audit conducted in accordance
with GAAS will always detect a material misstatement when it
exists. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Misstatements are considered material if there is a substantial
likelihood that, individually or in the aggregate, they would
influence the judgment made by a reasonable user based on the
financial statements.
In performing an audit in accordance with GAAS, we:
•Exercise
professional judgment and maintain professional skepticism
throughout the audit.
•Identify
and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, and design and perform
audit procedures responsive to those risks. Such procedures include
examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements.
•Obtain
an understanding of internal control relevant to the audit in order
to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on
the effectiveness of the Company’s internal control. Accordingly,
no such opinion is expressed.
•Evaluate
the appropriateness of accounting policies used and the
reasonableness of significant accounting estimates made by
management, as well as evaluate the overall presentation of the
financial statements.
•Conclude
whether, in our judgment, there are conditions or events,
considered in the aggregate, that raise substantial doubt about the
Company’s ability to continue as a going concern for a reasonable
period of time.
We are required to communicate with those charged with governance
regarding, among other matters, the planned scope and timing of the
audit, significant audit findings, and certain internal
control-related matters that we identified during the
audit.
/s/ DELOITTE & TOUCHE LLP
Indianapolis, Indiana
March 31, 2022
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THE
LION FUND II, L.P. |
(A Delaware Limited Partnership) |
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STATEMENT OF ASSETS AND LIABILITIES |
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December 31, 2021 |
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December 31, 2020 |
ASSETS: |
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Investments in securities — at fair value |
$ |
534,365,480 |
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$ |
460,785,669 |
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Cash and cash equivalents |
29,656,370 |
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105,877,306 |
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Total
assets |
$ |
564,021,850 |
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$ |
566,662,975 |
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LIABILITIES: |
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Due to broker |
$ |
100,384,135 |
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$ |
— |
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Investments sold short — at fair value |
29,922,480 |
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23,554,440 |
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Derivatives — at fair value |
55,855 |
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1,807,518 |
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Accounts payable |
54,313 |
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91,413 |
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Total
liabilities |
$ |
130,416,783 |
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$ |
25,453,371 |
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PARTNERS’ CAPITAL |
$ |
433,605,067 |
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$ |
541,209,604 |
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See notes to financial statements. |
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THE
LION FUND II, L.P. |
(A Delaware Limited Partnership) |
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STATEMENT OF OPERATIONS |
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 |
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2021 |
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2020 |
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2019 |
INVESTMENT INCOME: |
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Dividends and interest |
$ |
4,508,351 |
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$ |
7,057,996 |
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$ |
31,829,049 |
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EXPENSES: |
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Professional fees |
44,000 |
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185,413 |
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187,220 |
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Interest expense |
820,530 |
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1,103,146 |
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7,039,956 |
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Other expense |
1,137 |
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— |
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— |
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NET INVESTMENT INCOME |
3,642,684 |
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5,769,437 |
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24,601,873 |
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REALIZED AND UNREALIZED GAINS (LOSSES): |
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Net realized gains from investments |
13,236,938 |
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11,123,194 |
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185,900,988 |
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Net change in unrealized appreciation - investments |
23,740,919 |
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(66,724,702) |
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(131,898,804) |
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NET INCREASE (DECREASE) IN PARTNERS'
CAPITAL RESULTING FROM OPERATIONS |
$ |
40,620,541 |
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$ |
(49,832,071) |
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$ |
78,604,057 |
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See notes to financial statements. |
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THE
LION FUND II, L.P. |
(A Delaware Limited Partnership) |
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STATEMENT OF CHANGES IN PARTNERS' CAPITAL |
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 |
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General Partner |
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Limited Partners |
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Total |
PARTNERS' CAPITAL - December 31, 2018 |
$ |
48,990,763 |
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$ |
649,989,427 |
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$ |
698,980,190 |
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Capital contributions |
— |
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40,000,000 |
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40,000,000 |
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Capital distributions |
(14,135,000) |
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(159,425,000) |
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(173,560,000) |
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Net increase from operations |
4,611,853 |
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73,992,204 |
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78,604,057 |
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PARTNERS' CAPITAL - December 31, 2019 |
$ |
39,467,616 |
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$ |
604,556,631 |
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$ |
644,024,247 |
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Capital contributions |
— |
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62,130,003 |
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62,130,003 |
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Capital distributions |
(14,762,572) |
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(100,350,003) |
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(115,112,575) |
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Net decrease from operations |
(6,156,302) |
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(43,675,769) |
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(49,832,071) |
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Performance fee |
986,561 |
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(986,561) |
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— |
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PARTNERS' CAPITAL - December 31, 2020 |
$ |
19,535,303 |
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$ |
521,674,301 |
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$ |
541,209,604 |
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Capital contributions |
— |
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12,300,000 |
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12,300,000 |
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Capital distributions |
(400,000) |
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(160,125,078) |
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(160,525,078) |
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Net increase from operations |
1,507,875 |
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39,112,666 |
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40,620,541 |
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Performance fee |
— |
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— |
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— |
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PARTNERS' CAPITAL - December 31, 2021 |
$ |
20,643,178 |
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$ |
412,961,889 |
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$ |
433,605,067 |
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See notes to financial statements. |
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THE
LION FUND II, L.P. |
(A Delaware Limited Partnership) |
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STATEMENT OF CASH FLOWS |
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 |
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2021 |
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2020 |
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2019 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net increase (decrease) in partners' capital resulting from
operations |
$ |
40,620,541 |
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$ |
(49,832,071) |
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$ |
78,604,057 |
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Adjustments to reconcile net increase (decrease) in partners'
capital |
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resulting from operations to net cash provided by operating
activities: |
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Net realized gains from investments |
(13,236,938) |
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(11,123,194) |
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(185,900,988) |
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Net change in unrealized appreciation - investments |
(23,740,919) |
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66,724,702 |
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131,898,804 |
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Proceeds from sale of investments |
44,804,123 |
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106,114,804 |
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416,063,175 |
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Purchases of investments in securities |
(76,789,700) |
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(116,304,051) |
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(28,386,587) |
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Amortization of loan origination fees |
— |
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— |
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327,181 |
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Changes in due to broker |
100,384,135 |
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— |
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— |
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Changes in interest payable |
— |
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(370,215) |
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(483,427) |
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Changes in receivables |
— |
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19,889,744 |
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(19,889,744) |
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Changes in accounts payable |
(37,100) |
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49,413 |
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(107,987) |
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Net cash provided by operating activities |
72,004,142 |
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15,149,132 |
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392,124,484 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Contributions from partners |
12,300,000 |
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62,130,003 |
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40,000,000 |
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Distributions to partners |
(160,525,078) |
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(103,910,003) |
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(183,560,000) |
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Payments of long-term debt |
— |
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(112,000,000) |
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(88,000,000) |
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Net cash used in financing activities |
(148,225,078) |
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(153,780,000) |
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(231,560,000) |
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NET INCREASE (DECREASE) IN CASH |
(76,220,936) |
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(138,630,868) |
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160,564,484 |
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CASH and CASH EQUIVALENTS - Beginning of year |
105,877,306 |
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244,508,174 |
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83,943,690 |
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CASH and CASH EQUIVALENTS - End of year |
$ |
29,656,370 |
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$ |
105,877,306 |
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$ |
244,508,174 |
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See notes to financial statements. |
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THE
LION FUND II, L.P. |
(A Delaware Limited Partnership) |
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CONDENSED SCHEDULE OF INVESTMENTS |
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AS OF DECEMBER 31, 2021: |
Shares |
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Amount |
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INVESTMENTS IN COMMON STOCK AT FAIR VALUE: |
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United States: |
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Diversified: |
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Biglari Holdings Inc. Class A common stock (13.4%)
|
83,465 |
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$ |
58,008,175 |
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Biglari Holdings Inc. Class B common stock (29.3%)
|
890,272 |
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126,926,079 |
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Restaurant: |
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Cracker Barrel Old Country Store, Inc. (59.3%)
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2,000,000 |
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257,280,000 |
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Financial: |
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Berkshire Hathaway Class A common stock (10.4%)
|
100 |
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45,066,200 |
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Other securities (10.9%)
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47,085,026 |
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TOTAL SECURITIES OWNED (cost $602,113,996) (123.2%)
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$ |
534,365,480 |
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As of December 31, 2021, The Lion Fund II, L.P. held
$29,922,480 (6.9%) in short positions tied to its arbitrage
operation.
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Percentages shown are computed based on the classification value
compared to partners' capital at December 31,
2021.
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AS
OF DECEMBER 31, 2020: |
Shares |
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Amount |
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INVESTMENTS IN COMMON STOCK AT FAIR VALUE: |
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United States: |
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Diversified: |
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Biglari Holdings Inc. Class A common stock (8.3%)
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76,707 |
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$ |
44,873,595 |
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Biglari Holdings Inc. Class B common stock (16.8%)
|
816,360 |
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90,779,232 |
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Restaurant: |
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Cracker Barrel Old Country Store, Inc. (48.8%)
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2,000,000 |
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263,840,000 |
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Financial: |
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Berkshire Hathaway Class A common stock (8.0%)
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125 |
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43,476,875 |
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Other securities (3.3%)
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17,815,967 |
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TOTAL SECURITIES OWNED (cost $560,617,885) (85.1%)
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$ |
460,785,669 |
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As of December 31, 2020, The Lion Fund II, L.P. held $23,554,440
(4.4%) in short positions tied to its arbitrage
operation.
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Percentages shown are computed based on the classification value
compared to partners' capital at December 31,
2020.
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See notes to financial statements. |
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THE LION FUND II, L.P.
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019
1.ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Lion Fund II, L.P. (the “Fund”) is an investment fund
organized as a limited partnership under the laws of the State of
Delaware. The Fund is managed by Biglari Capital Corp. (the
“General Partner”). The Fund commenced operations in July 2013 to
provide investors with a professionally managed fund with the
objective of achieving above-average, long-term growth of capital.
In meeting this objective, the Fund will seek to find investments
that the General Partner believes offer exceptional
value.
Basis of Accounting —
The accompanying financial statements of the Fund have been
presented on the accrual basis of accounting, in accordance with
generally accepted accounting principles (“GAAP”). The Fund is an
investment company and therefore complies with accounting and
reporting guidance presented in
Accounting Standards Codification 946, Financial Services –
Investment Companies.
Investments in Securities —
Security transactions are accounted for on the date the securities
are purchased or sold (trade date). Gains or losses from sales of
investments are computed on the specific identification basis.
Dividend income is recorded on the ex-dividend date. Interest
income is recorded on the accrual basis.
Exchange-listed securities are valued at the last sale price on the
principal exchange on which they are traded.
Income Taxes —
In accordance with federal income tax regulations, no income taxes
are levied on a partnership, but rather on the individual partners.
Consequently, no provision or liability for federal income taxes
has been reflected in the accompanying financial
statements.
There were neither liabilities nor deferred tax assets relating to
uncertain income tax positions taken or expected to be taken on the
tax returns. The Fund has reviewed open tax years and has concluded
that there is no significant tax liability resulting from uncertain
tax provisions. 2020, 2019 and 2018 remain open for both federal
and state jurisdictions.
Cash and Cash Equivalents —
Any highly liquid investments with a maturity of three months or
less at the date of acquisition are considered cash equivalents.
The cash and cash equivalent balances as of December 31, 2021 and
2020 represent cash held by the custodians of the Fund’s
investments.
Use of Estimates —
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.
Allocation of Net Increase (Decrease) from Operations —
The Fund’s income and losses, including unrealized gains or losses
and realized gains or losses from the sale of investments, are
allocated to the partners in proportion to their respective capital
accounts as of the end of each month.
Due to Broker —
Due to broker represents margin debit balances.
2.CONCENTRATIONS
OF CREDIT RISK
The Fund does not clear its own securities transactions. It has
established accounts with financial institutions for this purpose.
This can, and often does, result in concentration of credit risk
with one or more of these firms. Such risk, however, is mitigated
by the obligation of U.S. financial institutions to comply with
rules and regulations governing broker/dealers and futures
commission merchants. These rules and regulations generally require
maintenance of net capital, as defined, and segregation of
customers’ funds and securities from holdings of the
firm.
3.RELATED-PARTY
TRANSACTIONS
The General Partner is entitled to receive a performance
reallocation of 25% of the increase in net assets annually. This
reallocation is subject to a 6% performance hurdle rate that the
Fund’s performance must exceed in order for the General Partner to
be entitled to such reallocation. Additionally, this reallocation
is subject to a high-water mark provision. The General Partner did
not earn a performance reallocation during 2021. The General
Partner earned a performance reallocation of $986,561 during
2020.
Sardar Biglari is the Chairman, Chief Executive Officer and sole
owner of the General Partner. Mr. Biglari is also the Chairman and
Chief Executive Officer of Biglari Holdings Inc. (“Biglari
Holdings”). Biglari Holdings is a limited partner in the Fund and
is subject to a performance reallocation.
During 2021, the Fund purchased 6,758 shares of Biglari Holdings
Class A common stock and 73,912 shares of Biglari Holdings Class B
common stock. The Fund did not distribute any shares of
Biglari Holdings Class A common stock or Biglari Holdings Class B
common stock to the General Partner during 2021. During 2020, the
Fund purchased 5,770 shares of Biglari Holdings Class A common
stock and 106,983 shares of Biglari Holdings Class B common
stock. Also during 2020, the Fund distributed 1,684 shares of
Biglari Holdings Class A common stock and 16,841 shares of Biglari
Holdings Class B common stock to the General Partner. There were no
purchases or distributions of Biglari Holdings common stock in
2019.
The General Partner of the Fund also serves as the General Partner
of The Lion Fund, L.P. The Lion Fund, L.P. is a limited partner in
the Fund and is not subject to a performance
reallocation.
4.FAIR
VALUE MEASUREMENTS
Exchange-listed securities are valued at the last sale price on the
principal exchange on which they are traded.
Level 1 securities in accordance with the GAAP established fair
value hierarchy are based on unadjusted quoted prices in active
markets for identical assets and liabilities. As of December
31, 2021 and 2020, total securities were $534,365,480 and
$460,785,669, respectively. As of December 31, 2021 and 2020,
derivative balances were liabilities of $55,855 and $1,807,518,
respectively. As of December 31, 2021 and 2020, short positions
were liabilities of $29,922,480 and $23,554,440, respectively. The
securities, derivatives and short positions are classified as Level
1 inputs within the GAAP established hierarchy.
5.SUBSEQUENT
EVENTS
We have evaluated subsequent events for recognition or disclosure
through the time of issuance of these financial statements on March
31, 2022.
6.FINANCIAL
HIGHLIGHTS
|
|
|
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|
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|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
2019 |
|
|
|
|
|
|
Total return before performance reallocation |
7.43 |
% |
|
(6.73) |
% |
|
11.99 |
% |
Performance reallocation |
0.00 |
|
|
(0.18) |
|
|
0.00 |
|
Total return after performance reallocation |
7.43 |
% |
|
(6.91) |
% |
|
11.99 |
% |
Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
2019 |
|
|
|
|
|
|
Annual gross partnership return |
9.91 |
% |
|
(7.92) |
% |
|
12.93 |
% |
Annual net partnership return |
9.70 |
% |
|
(8.13) |
% |
|
11.84 |
% |
Total return for limited partners is calculated for the limited
partners as a whole and is measured by dividing the increase or
decrease in net assets, net of the expenses and performance
reallocation to the General Partner, into the weighted average
limited partners’ capital measured at the end of each month. An
individual limited partner’s return may vary from these returns
based on the timing of capital transactions.
Gross partnership return is calculated for the Fund as a whole and
is measured by dividing the total increase or decrease in net
assets, before expenses, into the weighted average partners’
capital measured at the end of each month. The net partnership
return is calculated in similar fashion, after
expenses.
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
2019 |
Ratio to average partners' capital: |
|
|
|
|
|
Expenses before performance reallocation |
0.18 |
% |
|
0.26 |
% |
|
1.01 |
% |
Performance reallocation |
0.00 |
|
|
0.21 |
|
|
0.00 |
|
Expenses including performance reallocation |
0.18 |
% |
|
0.47 |
% |
|
1.01 |
% |
|
|
|
|
|
|
Net investment income |
0.74 |
% |
|
1.17 |
% |
|
3.45 |
% |
Average partners’ capital is determined using the Fund’s partners’
capital measured at the end of each month. The performance
reallocation to the General Partner is not included in the net
investment income ratio.
Expenses include accounting fees, interest and other expenses. Net
investment income is computed as investment income from dividends
and interest, less expenses.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on March 31, 2022.
|
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|
|
BIGLARI HOLDINGS INC. |
|
|
|
|
|
|
|
By: |
|
/s/ Bruce Lewis
|
|
|
|
|
Bruce Lewis
Controller |
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated, on March
31, 2022.
|
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|
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|
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
/s/ SARDAR BIGLARI
|
|
Chairman of the Board and Chief Executive Officer (Principal
Executive Officer) |
Sardar Biglari |
|
|
|
|
|
/s/ BRUCE LEWIS
|
|
Controller (Principal Financial and Accounting Officer) |
Bruce Lewis |
|
|
|
|
|
/s/ JOHN G. CARDWELL
|
|
Director |
John G. Cardwell |
|
|
|
|
|
/s/ PHILIP COOLEY
|
|
Director – Vice Chairman |
Philip Cooley |
|
|
|
|
|
/s/ KENNETH R. COOPER
|
|
Director |
Kenneth R. Cooper |
|
|
|
|
|
/s/ RUTH J. PERSON
|
|
Director |
Ruth J. Person |
|
|
|
|
|
/s/ EDMUND B. CAMPBELL, III
|
|
Director |
Edmund B. Campbell, III |
|
|
|
|
|
INDEX TO EXHIBITS
|
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|
|
Exhibit Number |
|
Description |
|
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|
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|
|
|
|
|
|
|
104 |
|
Cover page Interactive Data File (embedded within the Inline XBRL
document) |
The Lion Fund II Financial Statements are filed under Item
15(c).
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