Investment Partnerships | Investment Partnerships The Company reports on the limited partnership interests in investment partnerships under the equity method of accounting. We record our proportional share of equity in the investment partnerships but exclude Company common stock held by said partnerships. The Company’s pro-rata share of its common stock held by the investment partnerships is recorded as treasury stock even though these shares are legally outstanding. The Company records gains/losses from investment partnerships (inclusive of the investment partnerships’ unrealized gains and losses on their securities) in the consolidated statements of earnings based on our carrying value of these partnerships. The fair value is calculated net of the general partner’s accrued incentive fees. Gains and losses on Company common stock included in the earnings of these partnerships are eliminated because they are recorded as treasury stock. Biglari Capital Corp. is the general partner of the investment partnerships. Biglari Capital Corp. is solely owned by Mr. Biglari. The fair value and adjustment for Company common stock held by the investment partnerships to determine the carrying value of our partnership interest are presented below. Fair Value Company Carrying Value Partnership interest at December 31, 2022 $ 383,004 $ 227,210 $ 155,794 Investment partnership gains (losses) 121,795 49,207 72,588 Contributions 2,700 2,700 Changes in proportionate share of Company stock held 239 (239) Partnership interest at March 31, 2023 $ 507,499 $ 276,656 $ 230,843 Fair Value Company Carrying Value Partnership interest at December 31, 2021 $ 474,201 $ 223,802 $ 250,399 Investment partnership gains (losses) (909) 5,752 (6,661) Distributions (net of contributions) (1,500) (1,500) Changes in proportionate share of Company stock held (130) 130 Partnership interest at March 31, 2022 $ 471,792 $ 229,424 $ 242,368 The carrying value of the investment partnerships net of deferred taxes is presented below. March 31, December 31, 2022 Carrying value of investment partnerships $ 230,843 $ 155,794 Deferred tax liability related to investment partnerships (40,410) (23,643) Carrying value of investment partnerships net of deferred taxes $ 190,433 $ 132,151 Because of a transaction that occurred between The Lion Fund, L.P., and The Lion Fund II, L.P., in 2022, we expect that a majority of the $40,410 deferred tax liability enumerated above will not become due until the dissolution of the investment partnerships. In effect, the tax-basis cost increased for the common stock of certain unaffiliated securities held by the investment partnerships. The Company’s proportionate share of Company stock held by investment partnerships at cost was $409,919 and $409,680 as of March 31, 2023 and December 31, 2022, respectively. The carrying value of the partnership interest approximates fair value adjusted by the value of held Company stock. Fair value of our partnership interest is assessed according to our proportional ownership interest of the fair value of investments held by the investment partnerships. Unrealized gains and losses on marketable securities held by the investment partnerships affect our net earnings. Gains/losses from investment partnerships recorded in the Company’s consolidated statements of earnings are presented below. First Quarter 2023 2022 Gains (losses) from investment partnerships $ 72,588 $ (6,661) Tax expense (benefit) 16,559 (1,860) Contribution to net earnings $ 56,029 $ (4,801) On December 31 of each year, the general partner of the investment partnerships, Biglari Capital Corp., will earn an incentive reallocation fee for the Company’s investments equal to 25% of the net profits above an annual hurdle rate of 6% over the previous high-water mark. Our policy is to accrue an estimated incentive fee throughout the year. The total incentive reallocation from Biglari Holdings to Biglari Capital Corp. includes gains on the Company’s common stock. Gains and losses on the Company’s common stock and the related incentive reallocations are eliminated in our financial statements. There were no incentive reallocations accrued during the first quarters of 2023 and 2022. Summarized financial information for The Lion Fund, L.P., and The Lion Fund II, L.P., is presented below. Equity in Investment Partnerships Lion Fund Lion Fund II Total assets as of March 31, 2023 $ 348,606 $ 415,057 Total liabilities as of March 31, 2023 $ 10,373 $ 173,731 Revenue for the first quarter of 2023 $ 63,558 $ 78,592 Earnings for the first quarter of 2023 $ 63,404 $ 76,341 Biglari Holdings’ ownership interest as of March 31, 2023 88.6 % 86.1 % Total assets as of December 31, 2022 $ 285,071 $ 330,832 Total liabilities as of December 31, 2022 $ 10,517 $ 167,847 Revenue for the first quarter of 2022 $ 969 $ (1,249) Earnings for the first quarter of 2022 $ 926 $ (1,581) Biglari Holdings’ ownership interest as of March 31, 2022 62.5 % 93.9 % Revenue in the financial information of the investment partnerships, summarized above, includes investment income and unrealized gains and losses on investments. |