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U.S. Premium Beef, LLC – ‘10-Q’ for 9/30/23

On:  Monday, 11/13/23, at 10:52am ET   ·   For:  9/30/23   ·   Accession #:  1683168-23-7939   ·   File #:  333-115164

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/13/23  U.S. Premium Beef, LLC            10-Q        9/30/23   49:2.6M                                   GlobalOne Filings Inc/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    357K 
 2: EX-3.3      Amended and Restated Limited Liability Company      HTML    384K 
                Agreement                                                        
 3: EX-31.1     Certifications                                      HTML     17K 
 4: EX-31.2     Certifications                                      HTML     17K 
 5: EX-32.1     Certifications                                      HTML     14K 
 6: EX-32.2     Certifications                                      HTML     14K 
12: R1          Cover                                               HTML     63K 
13: R2          Balance Sheets (Unaudited)                          HTML    107K 
14: R3          Balance Sheets (Unaudited) (Parenthetical)          HTML     22K 
15: R4          Statements of Operations (Unaudited)                HTML     71K 
16: R5          Statements of Operations (Unaudited)                HTML     19K 
                (Parenthetical)                                                  
17: R6          Statements of Cash Flows (Unaudited)                HTML     78K 
18: R7          Interim Financial Statements                        HTML     19K 
19: R8          Accounting Policies                                 HTML     21K 
20: R9          Noncompetition Agreement                            HTML     17K 
21: R10         Employee Compensation Plans                         HTML     24K 
22: R11         Earnings Per Unit                                   HTML     41K 
23: R12         Investment in National Beef Packing Company, LLC    HTML     51K 
24: R13         Income Taxes                                        HTML     21K 
25: R14         Long-term Debt and Loan Agreements                  HTML     23K 
26: R15         Members? Capital                                    HTML     33K 
27: R16         Legal Proceedings                                   HTML     26K 
28: R17         Subsequent Events                                   HTML     17K 
29: R18         Accounting Policies (Policies)                      HTML     26K 
30: R19         Employee Compensation Plans (Tables)                HTML     20K 
31: R20         Earnings Per Unit (Tables)                          HTML     39K 
32: R21         Investment in National Beef Packing Company, LLC    HTML     49K 
                (Tables)                                                         
33: R22         Members? Capital (Tables)                           HTML     33K 
34: R23         Accounting Policies (Details Narrative)             HTML     32K 
35: R24         Noncompetition Agreement (Details Narrative)        HTML     16K 
36: R25         Employee Compensation Plans (Details)               HTML     22K 
37: R26         Employee Compensation Plans (Details Narrative)     HTML     31K 
38: R27         Earnings Per Unit (Details)                         HTML     26K 
39: R28         Investment in National Beef Packing Company, LLC    HTML     25K 
                (Details - Investment rollforward)                               
40: R29         Investment in National Beef Packing Company, LLC    HTML     36K 
                (Details - Summary of operations)                                
41: R30         Investment in National Beef Packing Company, LLC    HTML     21K 
                (Details Narrative)                                              
42: R31         Income Taxes (Details Narrative)                    HTML     18K 
43: R32         Long-term Debt and Loan Agreements (Details         HTML     27K 
                Narrative)                                                       
44: R33         Members Capital (Details)                           HTML     27K 
47: XML         IDEA XML File -- Filing Summary                      XML     78K 
45: XML         XBRL Instance -- uspb_i10q-093023_htm                XML    400K 
46: EXCEL       IDEA Workbook of Financial Report Info              XLSX     55K 
 8: EX-101.CAL  XBRL Calculations -- uspb-20230930_cal               XML    115K 
 9: EX-101.DEF  XBRL Definitions -- uspb-20230930_def                XML    210K 
10: EX-101.LAB  XBRL Labels -- uspb-20230930_lab                     XML    410K 
11: EX-101.PRE  XBRL Presentations -- uspb-20230930_pre              XML    327K 
 7: EX-101.SCH  XBRL Schema -- uspb-20230930                         XSD     77K 
48: JSON        XBRL Instance as JSON Data -- MetaLinks              205±   287K 
49: ZIP         XBRL Zipped Folder -- 0001683168-23-007939-xbrl      Zip    178K 


‘10-Q’   —   Quarterly Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Table of Contents
"Financial Information
"Financial Statements (unaudited)
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Quantitative and Qualitative Disclosures about Market Risk
"Controls and Procedures
"Other Information
"Legal Proceedings
"Risk Factors
"Unregistered Sales of Equity Securities and Use of Proceeds
"Defaults Upon Senior Securities
"Mine Safety Disclosures
"Exhibits
"Signatures

This is an HTML Document rendered as filed.  [ Alternative Formats ]



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Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 10-Q

 

  (Mark one)    
   i  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  

 

For the quarterly period ended  i September 30, 2023

or

 

   i  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  i 333-115164

 

 i U. S. PREMIUM BEEF, LLC

(Exact name of registrant as specified in its charter)

 

 i delaware    i 20-1576986
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

 i 12200 North Ambassador Drive

 i Kansas City,  i MO  i 64163

(Address of principal executive offices)

 

Telephone:  i (866)  i 877-2525

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

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.  i Yes ☒    No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  i Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and ‘emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large Accelerated Filer ☐ Accelerated Filer ☐  
   i Non-Accelerated Filer Small Reporting Company  i   
    Emerging Growth Company  i   

 

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     i No

 

The registrant’s units are not traded on an exchange or in any public market. As of October 28, 2023, there were  i 735,385 Class A units and  i 755,385 Class B units outstanding.

 

 

   

 

 

TABLE OF CONTENTS

 

    Page No.
PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements (unaudited). 3
     
Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

13
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk. 16
     
Item 4. Controls and Procedures. 16
     
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings. 17
     
Item 1A. Risk Factors. 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 18
     
Item 3. Defaults Upon Senior Securities. 18
     
Item 4. Mine Safety Disclosures. 18
     
Item 5. Other Information. 18
     
Item 6. Exhibits. 19
     
  Signatures. 20

 

Unless the context indicates or otherwise requires, the terms “USPB”, the Company, “we”, “our”, and “us” refer to U.S. Premium Beef, LLC. As used in this report, the terms “NBP” and “National Beef” refer to National Beef Packing Company, LLC, a Delaware limited liability company.

 

 

 

 

 

 

 2 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (unaudited).

 

U.S. Premium Beef, LLC

Balance Sheets

(thousands of dollars, except unit information)

 

 

           
   September 30, 2023   December 31, 2022 
   (unaudited)     
Assets        
Current assets:          
Cash and cash equivalents  $ i 75,849   $ i 97,732 
Accounts receivable    i 168     i 9 
Due from members and associates    i 2,061     i 921 
Other current assets    i 15     i 4 
Total current assets    i 78,093     i 98,666 
Property, plant, and equipment, at cost    i 265     i 266 
Less accumulated depreciation    i 226     i 212 
Net property, plant, and equipment    i 39     i 54 
Right of use assets, net    i 243     i 115 
Investment in National Beef Packing Company, LLC    i 181,344     i 179,556 
Total assets  $ i 259,719   $ i 278,391 
Liabilities and Members' Capital          
Current liabilities:          
Accounts payable - trade  $ i 11   $ i 36 
Due to National Beef Packing Company, LLC    i      i 1,132 
Due to members and associates    i 56     i 25 
Accrued compensation and benefits    i 995     i 2,667 
Lease obligations    i 48     i 57 
Other accrued expenses and liabilities    i 231     i 969 
Distributions payable    i      i 1 
Total current liabilities    i 1,341     i 4,887 
Long-term liabilities:          
Lease obligations    i 194     i 57 
Other liabilities    i 9,726     i 9,506 
Total long-term liabilities    i 9,920     i 9,563 
Total liabilities    i 11,261     i 14,450 
           
Members' capital          
Members' contributed capital,  i  i  i  i  i  i 735,385 /  /  /  /  /  Class A units and  i  i  i  i  i  i 755,385 /  /  /  /  /  Class B units authorized, issued and outstanding    i 248,458     i 263,941 
Total members' capital    i 248,458     i 263,941 
Total liabilities and members' capital  $ i 259,719   $ i 278,391 

 

See accompanying notes to financial statements.

 

 

 

 3 

 

 

U.S. Premium Beef, LLC

Statements of Operations

(thousands of dollars, except unit and per unit information)

 

 

                     
   14 weeks ended   13 weeks ended   39 weeks ended 
   September 30, 2023   September 24, 2022   September 30, 2023   September 24, 2022 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
Net sales  $ i    $ i    $ i    $ i  
Costs and expenses:                    
Cost of sales    i      i      i      i  
Selling, general, and administrative expenses    i 843     i 2,019     i 3,141     i 5,637 
Depreciation and amortization    i 5     i 6     i 15     i 14 
Total costs and expenses    i 848     i 2,025     i 3,156     i 5,651 
Operating loss   ( i 848)   ( i 2,025)   ( i 3,156)   ( i 5,651)
Other income:                    
Interest income    i 847     i 295     i 2,485     i 331 
Equity in income of National Beef Packing Company, LLC    i 14,755     i 44,509     i 37,060     i 159,894 
Other income, net    i 200     i 345     i 516     i 311 
Total other income    i 15,802     i 45,149     i 40,061     i 160,536 
Net income  $ i 14,954   $ i 43,124   $ i 36,905   $ i 154,885 
                     
Income per unit:                    
Basic and diluted                    
Class A units  $ i 2.03   $ i 5.86   $ i 5.02   $ i 21.06 
Class B units  $ i 17.82   $ i 51.38   $ i 43.97   $ i 184.54 
                     
Outstanding weighted-average Class A and Class B units:                    
Basic and diluted                    
Class A units    i 735,385     i 735,385     i 735,385     i 735,385 
Class B units    i 755,385     i 755,385     i 755,385     i 755,385 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

 

 4 

 

 

U.S. Premium Beef, LLC

Statements of Cash Flows

(thousands of dollars)

 

 

           
   39 weeks ended   39 weeks ended 
   September 30, 2023   September 24, 2022 
   (unaudited)   (unaudited) 
Cash flows from operating activities:          
Net income  $ i 36,905   $ i 154,885 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization    i 15     i 14 
Equity in net income of National Beef Packing Company, LLC   ( i 37,060)   ( i 159,894)
Distributions from National Beef Packing Company, LLC    i 35,271     i 162,980 
Changes in assets and liabilities:          
Accounts receivable   ( i 159)    i 39 
Due from affiliates   ( i 1,140)   ( i 603)
Other assets   ( i 12)   ( i 9)
Accounts payable   ( i 25)    i 2 
Due to affiliates   ( i 1,101)    i 1,146 
Accrued compensation and benefits   ( i 1,452)    i 1,786 
Other accrued expenses and liabilities   ( i 737)   ( i 392)
Net cash provided by operating activities    i 30,505     i 159,954 
Cash flows from investing activities:          
Investment in certificate of deposit    i 20,000     i  
Redemption of certificate of deposit   ( i 20,000)    i  
Capital expenditures    i     ( i 52)
Net cash used in investing activities    i     ( i 52)
Cash flows from financing activities:          
Member distributions   ( i 52,388)   ( i 195,241)
Net cash used in financing activities   ( i 52,388)   ( i 195,241)
Net decrease in cash   ( i 21,883)   ( i 35,339)
Cash and cash equivalents at beginning of period    i 97,732     i 130,400 
Cash and cash equivalents at end of period  $ i 75,849   $ i 95,061 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 5 

 

 

U.S. PREMIUM BEEF, LLC

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

 i 

(1) Interim Financial Statements

 

Basis of Presentation

 

The accompanying unaudited Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP), for interim financial information; therefore, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. For further information, refer to the audited Financial Statements and Notes to Financial Statements, which are included in the Company’s Annual Report on Form 10-K on file with the Securities and Exchange Commission (SEC), for the fiscal year ended December 31, 2022. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

 

 i 

(2) Accounting Policies

 

 i 

Accounting for Investment in NBP. USPB’s  i 15.0729% investment in National Beef Packing Company, LLC (NBP) is accounted for using the equity method of accounting because the Company has the ability to exercise significant influence over NBP but does not have financial or operational control.

 

Operating losses, diminished cash flows, economic and industry events, pandemics, such as coronavirus disease (COVID-19), and a variety of other factors may result in a decrease in the value of the investment in NBP. If a decrease in value is deemed other than temporary, the Company would record an impairment charge, which may have an impact on the values of USPB’s Class A and Class B units. NBP’s plants are currently operational and its results of operations are profitable, as reflected in Note 6. As a result, USPB believes the fair value of its investment in NBP exceeds the carrying value.

 

 / 
 i 

Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 30, 2023, the Company’s balance sheet reflected cash and cash equivalents of $ i 75.8 million. The cash is invested in the CoBank, ACB (CoBank) overnight investment account and can be withdrawn at any time. Investments are not deposits and are not insured by the Federal Deposit Insurance Corporation or the Farm Credit System Insurance Corporation.

 

 / 
 i 

Certificates of Deposit: Certificates of deposit held for investment with original maturities greater than three months and remaining maturities less than one year are classified as current assets. Certificates of deposit with remaining maturities greater than one year are classified as long-term assets. On March 27, 2023, USPB invested $ i 20 million of its available cash balance in a six-month certificate of deposit at CoBank, at a  i 4.28% interest rate, that matured on  i September 25, 2023.

 

 / 
 / 
 i 

(3) Noncompetition Agreement

 

The CEO’s employment agreement provides for him to receive noncompetition payments for a twelve-month period following his termination of employment with USPB.

 

As of September 30, 2023 and December 31, 2022, the Company had accrued $ i 0.3 million and $ i 0.3 million, respectively, for the noncompetition agreement. The accrued amount is included in Other liabilities on the balance sheet.

 

 

 

 6 

 

 

 / 
 i 

(4) Employee Compensation Plans

 

In September 2010, USPB’s Board of Directors approved a management phantom unit plan and subsequently awarded phantom units in fiscal years 2010 and 2013. As of September 30, 2023 and December 31, 2022, the Company had accrued $ i 9.6 million and $ i 10.4 million, respectively, for the management phantom awards. The accrued amounts are included in Accrued compensation and benefits and Other liabilities on the balance sheet. The table below summarizes the current and long-term portions of the accrued amounts (thousands of dollars):

 i 
Schedule of Accrued liabilities          
   September 30, 2023   December 31, 2022 
   (unaudited)     
Accrued compensation and benefits  $ i 166   $ i 1,210 
Other liabilities    i 9,398     i 9,202 
Total phantom accrual  $ i 9,564   $ i 10,412 
 / 

 

USPB provides its employees the opportunity to earn cash incentives and bonuses. As of September 30, 2023 and December 31, 2022, the Company had accrued $ i 0.8 million and $ i 1.5 million, respectively, for the cash incentive and bonus plans. The accrued amounts are included in Accrued compensation and benefits on the balance sheet.

 

 / 
 i 

(5) Earnings Per Unit

 

Under the LLC structure, earnings of the Company are to be allocated to unitholders based on their proportionate share of underlying equity. Earnings Per Unit (EPU) has been presented in the accompanying Statements of Operations and in the table that follows.

 

Basic EPU excludes dilution and is computed by first allocating a portion of USPB’s net income or net loss to Class A units and allocating the remainder to Class B units. For the quarterly and year-to-date periods ended September 30, 2023 and September 24, 2022, respectively, 10% of USPB’s net income was allocated to the Class A units and 90% to the Class B units. The net income allocated to the Class A units and Class B units were then divided by the weighted-average number of Class A units and Class B units outstanding for the period to determine the basic EPU for each respective unit class.

 

Diluted EPU reflects the potential dilution that could occur if any securities or contracts to issue Class A units or Class B units were exercised. There are no such securities or rights outstanding.

 i 
Schedule of Reconciliation of earnings per unit                    
Income Per Unit Calculation  14 weeks ended   13 weeks ended   39 weeks ended 
(thousands of dollars, except unit and per unit data)  September 30, 2023   September 24, 2022   September 30, 2023   September 24, 2022 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
Basic and diluted earnings per unit:                    
                     
Income attributable to USPB available to unitholders (numerator)                    
Class A  $ i 1,495   $ i 4,312   $ i 3,691   $ i 15,489 
Class B  $ i 13,459   $ i 38,812   $ i 33,214   $ i 139,396 
                     
Weighted average outstanding units (denominator)                    
Class A    i 735,385     i 735,385     i 735,385     i 735,385 
Class B    i 755,385     i 755,385     i 755,385     i 755,385 
                     
Per unit amount                    
Class A  $ i 2.03   $ i 5.86   $ i 5.02   $ i 21.06 
Class B  $ i 17.82   $ i 51.38   $ i 43.97   $ i 184.54 
 / 

 

 

 

 7 

 

 

 / 
 i 

(6) Investment in National Beef Packing Company, LLC

 

USPB’s 15.0729% investment in NBP is accounted for using the equity method of accounting because the Company has the ability to exercise significant influence over NBP, but does not have financial or operational control. The table below summarizes the changes to USPB’s investment in NBP for the fourteen and thirty-nine week periods ended September 30, 2023 and thirteen and thirty-nine week periods ended September 24, 2022 (unaudited) (thousands of dollars):

 i 
Schedule of Investment roll forward     
Investment at December 31, 2022  $ i 179,556 
Equity in net income for twelve-week period    i 7,600 
Distributions    i  
Investment at March 25, 2023    i 187,156 
Equity in net income for thirteen-week period    i 14,705 
Distributions   ( i 10,464)
Investment at June 24, 2023    i 191,397 
Equity in net income for fourteen-week period    i 14,755 
Distributions   ( i 24,808)
Investment at September 30, 2023  $ i 181,344 
      
Investment at December 25, 2021  $ i 213,290 
Equity in net income for thirteen-week period    i 62,606 
Distributions   ( i 52,755)
Investment at March 26, 2022    i 223,141 
Equity in net income for thirteen-week period    i 52,779 
Distributions   ( i 82,907)
Investment at June 25, 2022    i 193,013 
Equity in net income for thirteen-week period    i 44,509 
Distributions   ( i 27,318)
Investment at September 24, 2022  $ i 210,204 
 / 

 

The difference between USPB’s percentage ownership share of NBP earnings and the recorded amount of Equity in income of NBP is attributable to the amortization of a basis difference related to the purchase accounting for NBP’s acquisition of Ohio Beef in 2019.

 

 

 

 8 

 

 

Below is a summary of the results of operations for NBP for the quarterly and year-to-date periods ended September 30, 2023 and September 24, 2022 (thousands of dollars): 

 i 
Schedule of Operations for NBP                    
   14 weeks ended   13 weeks ended   39 weeks ended 
   September 30, 2023   September 24, 2022   September 30, 2023   September 24, 2022 
   (unaudited)   (unaudited)   (unaudited)   (unaudited) 
Net sales  $ i 3,374,888   $ i 2,846,156   $ i 8,896,989   $ i 8,819,780 
Costs and expenses:                    
Cost of sales    i 3,208,887     i 2,492,127     i 8,453,249     i 7,587,149 
Selling, general, and administrative expenses    i 23,232     i 24,408     i 75,323     i 69,628 
Depreciation and amortization    i 36,278     i 30,945     i 98,835     i 90,254 
Total costs and expenses    i 3,268,397     i 2,547,480     i 8,627,407     i 7,747,031 
Operating income    i 106,491     i 298,676     i 269,582     i 1,072,749 
Other income (expense):                    
Interest income    i 4     i 23     i 47     i 90 
Interest expense   ( i 8,105)   ( i 1,121)   ( i 19,266)   ( i 4,809)
Income before taxes    i 98,390     i 297,578     i 250,363     i 1,068,030 
Income tax expense    i 504    ( i 1,285)   ( i 1,491)   ( i 4,225)
Net income  $ i 98,894   $ i 296,293   $ i 248,872   $ i 1,063,805 
 / 

 

As of September 30, 2023 and December 31, 2022, USPB’s balance sheet reflected receivables from affiliates of $ i 2.1 million, which included $ i 1.9 million due from NBP for Connecticut, New Jersey and Iowa income taxes, and $ i 0.9 million, respectively. The balance relates to amounts due from USPB members for state income taxes. The balance sheet also reflects amounts due to members and associates for leasing delivery rights to other cattle deliverers.

 

 / 
 i 

(7) Income Taxes

 

Because the Company is a limited liability company taxed as a partnership, taxes are not assessed at the Company level and the results of operations are included in the taxable income of individual members.

 

USPB nonetheless is required to withhold state income taxes from the cash distributions it makes to its members. As of September 30, 2023 and December 31, 2022, Other accrued expenses and liabilities on the Company’s balance sheet reflected state taxes payable of $ i 0.2 million and $ i 0.9 million, respectively.

 

 / 
 i 

(8) Long-term Debt and Loan Agreements

 

On July 13, 2020, USPB and CoBank entered into a Credit Agreement, an Amended and Restated Revolving Term Promissory Note (“Promissory Note”), and an Affirmation of Pledge Agreement.

 

The Credit Agreement and Promissory Note provide for a $ i 1.0 million revolving term commitment. That commitment carries a term of five years, maturing on  i June 30, 2025. All of the $ i 1.0 million revolving credit commitment was available as of September 30, 2023. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide for an interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of  i 0.00% and Daily Simply SOFR (as defined in the agreement). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB’s Membership Interests in, and Distributions from, NBP.

 

 

 

 9 

 

 

 / 
 i 

(9) Members’ Capital

 

The following table represents a reconciliation of Members’ Capital for the fourteen and thirty-nine week periods ended September 30, 2023 and the thirteen and thirty-nine week periods ended September 24, 2022 (unaudited) (thousands of dollars).

 i 
Schedule of Reconciliation of members’ capital     
Balance at December 31, 2022  $ i 263,941 
Net income for the twelve-week period ended March 25, 2023    i 7,381 
Balance at March 25, 2023    i 271,322 
Net income for the thirteen-week period ended June 24, 2023    i 14,570 
Member distributions     
Class A ($6.56 per Class A unit)   ( i 4,877)
Class B ($58.17 per Class B unit)   ( i 43,895)
Balance at June 24, 2023    i 237,120 
Net income for the fourteen-week period ended September 30, 2023    i 14,954 
Member distributions     
Class A ($0.49 per Class A unit)   ( i 362)
Class B ($4.31 per Class B unit)   ( i 3,254)
Balance at September 30, 2023  $ i 248,458 
      
Balance at December 25, 2021  $ i 332,272 
Net income for the thirteen-week period ended March 26, 2022    i 61,047 
Member distributions     
Class A ($16.16 per Class A unit)   ( i 11,888)
Class B ($141.64 per Class B unit)   ( i 106,994)
Balance at March 26, 2022    i 274,437 
Net income for the thirteen-week period ended June 25, 2022    i 50,714 
Member distributions     
Class A ($9.03 per Class A unit)   ( i 6,638)
Class B ($79.10 per Class B unit)   ( i 59,752)
Balance at June 25, 2022    i 258,761 
Net income for the thirteen-week period ended September 24, 2022    i 43,124 
Member distributions     
Class A ($1.25 per Class A unit)   ( i 917)
Class B ($10.93 per Class B unit)   ( i 8,258)
Balance at September 24, 2022  $ i 292,710 
 / 

 

 / 
 i 

(10) Legal Proceedings

 

USPB is not currently involved in any litigation. However, because its ownership interest in NBP is USPB’s largest asset and because of the cattle procurement and distribution relationship between USPB and NBP, litigation involving NBP may impact USPB.

 

 

 

 10 

 

 

NBP is a defendant in (i) five putative class action lawsuits in the United States District Court, Minnesota District, alleging that it violated the Sherman Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and (ii) putative class action lawsuits in the Supreme Court of British Columbia and the Superior Court of Quebec, Montreal District, alleging that it violated the Canadian Competition Act and various provincial laws (the “Beef Class Actions”). The Beef Class Actions are entitled In re Cattle Antitrust Litigation, which was filed originally on April 23, 2019; Peterson et al. v. JBS USA Food Company Holdings, et al., which was filed originally on April 26, 2019; In re DPP Beef Litigation, which was filed originally on April 26, 2019; Erbert & Gerbert’s, Inc. v. JBS USA Food Company Holdings, et al., which was filed originally on June 18, 2020; Specht v. Tyson Foods, Inc., et al., which was filed originally on October 31, 2022; Giang Bui v. Cargill, Incorporated, et al. which was filed originally on February 18, 2022; and Sylvie De Bellefeuille v. Cargill, Inc. et al., which was filed originally on March 24, 2022. Since the original filings, certain putative class members of the Peterson case have opted out of the matter and are proceeding with 23 individual direct actions making similar claims (the “Opt-Out Cases”), and others may do so in the future. The Opt-Out Cases are entitled Winn-Dixie Stores, Inc. and Bi-Lo Holding, LLC v. Cargill, Inc., et al., which was filed on August 2, 2021 in the United States District Court, Minnesota; Cheney Brothers, Inc. v. Cargill, Inc., et al., which was filed on January 31, 2022 in the United States District Court, Southern District of Florida; Subway v. Cargill, Inc. et al., which was filed on February 22, 2022 in the United States District Court, Connecticut; Amory Investments LLC v. Cargill, Inc. et al., which was filed originally on March 8, 2022 in the United States District Court, Northern District of New York; Associated Grocers, Inc., et al. v. Cargill, Inc., et al., which was filed originally on May 12, 2022 in the United States District Court, Northern District of Illinois; Giant Eagle, Inc. v. Cargill, Inc., et al., which was filed originally on June 8, 2022 in the United States District Court, Northern District of Illinois; Sysco Corporation v. Cargill, Inc., et al., which was filed originally on June 24, 2022 in the United States District Court, Southern District of Texas; John Soules Foods, Inc. v. Cargill, Inc., et al., which was filed originally on August 5, 2022 in the United States District Court, Eastern District of Texas; Associated Grocers of the South et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; The Kroger Co. et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; Kraft Heinz Food Company v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; Aramark Food and Support Services Group., Inc. v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; ARCOP, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; CKE Restaurant Holdings, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sonic Industries Services Inc. v. Cargill, Inc. et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Restaurant Services, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Whatabrands LLC et al. vs. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sherwood Food Distributors, L.L.C. et al. vs. Cargill, Inc., et al., which was filed originally on March 7, 2023 in the United States District Court, Eastern District of New York; ALDI Inc vs Cargill, Inc,. et al, which as filed originally on August 22, 2023 in the United States District Court, Northern District of Illinois; Quirch Foods, LLC v. Cargill, Inc., et al, which was filed originally on October 9, 2023 in the United States District Court, Northern District of Illinois; Compass Group USA, Inc. v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the Western District of North Carolina; and Conagra Brands, Inc. v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Northern District of Illinois. On October 4, 2022, the United States Beef Class Actions and Opt-Out Cases were consolidated for pretrial proceedings in the United States District Court, Minnesota District under the style In re: Cattle and Beef Antitrust Litigation. The plaintiffs in these cases seek treble damages and other relief under various laws including the Sherman Antitrust Act, the Canadian Competition Act, the Packers & Stockyards Act, and/or the Commodities Exchange Act and various state and provincial laws and attorneys’ fees. NBP believes it has meritorious defenses to the claims in these cases and intends to defend them vigorously. There can be no assurances, however, as to the outcome of these matters or the impact on NBP’s consolidated financial position, results of operations and cash flows.

 

In addition to the above antitrust litigation, NBP is subject to an investigation by the United States Department of Justice (“DOJ”) and approximately 30 state attorneys general regarding fed cattle and beef packing markets. NBP is cooperating with these investigations and is working with the DOJ and the relevant states to provide information requested in connection with the investigations. NBP believes it has meritorious defenses to any potential claims that might arise out of these government investigations, although there can be no assurance as to the outcome of these investigations or the impact on NBP’s consolidated financial position, results of operations and cash flows.

 

 

 

 11 

 

 

NBP is a defendant in a putative class action lawsuit entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District Court, Colorado District on November 16, 2022, alleging that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. NBP believes it has meritorious defenses to the claims in this case and intends to defend the case vigorously. There can be no assurances, however, as to the outcome of this case or the impact on the NBP’s consolidated financial position, results of operations and cash flows.

 

NBP is a party to various other lawsuits and claims arising out of the operation of its business. Management of NBP believes the ultimate resolution of such matters should not have a material adverse effect on NBP’s financial condition, results of operations or liquidity.

 

USPB is not able to assess what impact, if any, the actions described above will have on NBP or USPB.

 

 i 

(11) Subsequent Events

 

USPB has evaluated subsequent events through the date the financial statements were issued and determined there were no such other events to report.

 

 

 

 

 

 

 

 

 

 12 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this report.

 

Disclosure Regarding Forward-Looking Statements

 

This report contains “forward-looking statements,” which are subject to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements are typically identified by the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, and similar expressions. Actual results could differ materially from those contemplated by these forward-looking statements as a result of many factors, including economic conditions generally and in our principal markets, the availability and prices of live cattle and commodities, food safety, livestock disease, including the identification of cattle with bovine spongiform encephalopathy (BSE), competitive practices and consolidation in the cattle production and processing industries, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, and consolidation among our customers.

 

In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this report will in fact transpire. Readers are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Please review Part II. Item 1A. Risk Factors, included in this report, for other important factors that could cause actual results to differ materially from those in any such forward-looking statements.

 

Overview

 

USPB provides an integrated cattle production, processing and marketing system for the benefit of our unitholders and associates. As the basis of that system, our Class A unitholders have a guaranteed right plus an obligation (on a one head per Class A unit per delivery year basis) to deliver cattle to USPB pursuant to a Uniform Cattle Delivery and Marketing Agreement. USPB facilitates the delivery of cattle to NBP for processing and subsequent product distribution and marketing. Shortly after the cattle are processed, cattle suppliers receive, at no extra charge, individual animal carcass data previously considered proprietary by many processors. This carcass data assists producers in refining production methodologies to improve product quality and enhance producer returns.

 

USPB and NBP are parties to a First Amended and Restated Cattle Purchase and Sale Agreement June 10, 2019. Under this agreement, NBP must purchase through us from our Class A Members and associates, and we must sell and deliver from our Class A Members and associates to NBP, a base amount of head of cattle per year with prices based on those published by the U.S. Department of Agriculture, subject to adjustments for cattle performance. NBP obtained approximately 26% and 24% of its cattle requirements under this agreement during the thirty-nine week periods ended September 30, 2023 and September 24, 2022, respectively.

 

USPB’s results of operation depend substantially on the operations of NBP, in which we hold a 15.0729% interest. Our fiscal year ends on the last Saturday in December, which results in a 52-53 week year.

 

Investment in National Beef Packing Company, LLC

 

NBP processes and markets a comprehensive line of fresh beef, case-ready products, and beef by-products for domestic and international markets. The largest share of NBP’s revenue is generated from the sale of boxed beef and beef by-products. 

 

 

 

 

 13 

 

 

NBP has two beef slaughter and processing facilities located in southwest Kansas and a third located in central Iowa. In addition, NBP operates a leather tannery, three case-ready manufacturing facilities, a fresh and frozen hamburger manufacturing facility and a transportation and logistics company that provides refrigerated and livestock transportation across the U.S.

 

NBP’s profitability typically fluctuates seasonally as well as cyclically, based on the availability of fed cattle and the demand for beef and beef by-products. Its profitability is dependent, in large part, on the spread between its cost for fed cattle, the primary raw material for its business, and the value received from selling boxed beef and other products, coupled with its overall volume. NBP operates in a large and dynamic commodity market and does not have much influence over the price it pays for cattle or the selling price it receives for the products it produces.

 

NBP’s revenues in the fourteen-week period ended September 30, 2023 increased approximately 18.6% compared to the thirteen-week period ending September 24, 2022. Cost of Sales increased by approximately 28.8% for the fourteen-week period ended September 30, 2023, compared to the thirteen-week period ended September 24, 2022, primarily due to higher fed cattle prices and the extra week of operations in the 2023 period. Lower per unit beef processing margins led to a decrease in overall profitability in the 2023 period, compared to the 2022 period.

 

NBP’s revenues in the thirty-nine-week period ended September 30, 2023 increase approximately 0.9% compared to the thirty-nine-week period ending September 24, 2022. Cost of Sales increased by approximately 11.4% for the thirty-nine-week period ended September 30, 2023, compared to the thirty-nine-week period ending September 24, 2022, primarily due to higher fed cattle prices offset, in part, by lower volume and reduced incentive expense. Lower per unit beef processing margins, along with a decrease in volume, led to a decrease in overall profitability in the 2023 period, compared to the 2022 period.

 

USPB Results of Operations

 

Fourteen-weeks ended September 30, 2023 compared to thirteen-weeks ended September 24, 2022

 

Net Sales. There were no Net Sales in the fourteen-week period ended September 30, 2023 and thirteen-week period ended September 24, 2022.

 

Cost of Sales. There were no Cost of Sales in the fourteen-week period ended September 30, 2023 and thirteen-week-period ended September 24, 2022.

 

Selling, General and Administrative Expenses. Selling, general and administrative (SG&A) expenses were approximately $0.8 million for the fourteen-weeks ended September 30, 2023 compared to approximately $2.0 million for the thirteen-weeks ended September 24, 2022, a decrease of approximately $1.2 million. The decrease was primarily the result of lower phantom plan and bonus expenses. 

 

Operating Loss. Operating loss was approximately $0.8 million for the fourteen-weeks ended September 30, 2023 compared to approximately $2.0 million for the thirteen-weeks ended September 24, 2022, primarily due to reduced SG&A expenses in the 2023 period.

 

Equity in Net Income of National Beef Packing Company, LLC. Equity in NBP net income was $14.8 million for the fourteen-weeks ended September 30, 2023 compared to $44.5 million for the thirteen-weeks ended September 24, 2022. The decrease was primarily due to lower per unit beef processing margins along with a decrease in volume, as compared to the 2022 period. 

 

Interest Income. Interest income was $0.8 million for the fourteen-weeks ended September 30, 2023 compared to approximately $0.3 million for the thirteen-weeks ended September 24, 2022. The increase in fiscal year 2023 was due to higher interest rates on USPB’s overnight investment account and an investment in a certificate of deposit at CoBank.

 

 

 

 14 

 

 

Other, net. Other income was $0.2 million for the fourteen-week period ended September 30, 2023 compared to other income of $0.3 million for the thirteen-week period ended September 24, 2022. The change was the result of higher state and local taxes in the 2023 period. 

 

Net income. Net income was $15.0 million and $43.1 million for the fourteen-week period ended September 30, 2023 and thirteen-week period ended September 24, 2022, respectively. The decrease was primarily due to lower per unit beef processing margins along with a decrease in volume, as compared to the 2022 period.

 

Thirty-nine weeks ended September 30, 2023 compared to thirty-nine weeks ended September 24, 2022

 

Net Sales. There were no Net Sales in the thirty-nine weeks periods ended September 30, 2023 and September 24, 2022, respectively.

 

Cost of Sales. There were no Cost of Sales in the thirty-nine weeks periods ended September 30, 2023 and September 24, 2022, respectively.

 

Selling, General and Administrative Expenses. SG&A expenses were approximately $3.1 million for the thirty-nine weeks ended September 30, 2023 compared to approximately $5.6 million for the thirty-nine weeks ended September 24, 2022, a decrease of approximately $2.5 million. The decrease was primarily the result of lower phantom plan expenses.

 

Operating Loss. Operating loss was approximately $3.2 million for the thirty-nine weeks ended September 30, 2023 compared to approximately $5.7 million for the thirty-nine weeks ended September 24, 2022.

 

Equity in Net Income of National Beef Packing Company, LLC. Equity in NBP net income was $37.1 million for the thirty-nine weeks ended September 30, 2023 compared to $159.9 million for the thirty-nine weeks ended September 24, 2022. The decrease was primarily due to lower per unit beef processing margins along with a decrease in volume, as compared to the 2022 period.

 

Interest Income. Interest income was $2.5 million for the thirty-nine weeks ended September 30, 2023 compared to $0.3 million for the thirty-nine weeks ended September 24, 2022. The increase in fiscal year 2023 was due to higher interest rates on USPB’s overnight investment account and an investment in a certificate of deposit at CoBank.

 

Other, net. Other income was $0.5 million compared to $0.3 million for the thirty-nine weeks periods ended September 30, 2023 and September 24, 2022, respectively. The change from the prior period was primarily due to higher delivery right lease income.

 

Net income. Net income was $36.9 million and $154.9 million for the thirty-nine week periods ended September 30, 2023 and September 24, 2022, respectively. The decrease was primarily for the same reasons that caused the decrease in net income of NBP.

 

Liquidity and Capital Resources

 

As of September 30, 2023, we had net working capital (the excess of current assets over current liabilities) of approximately $76.8 million, which included cash and cash equivalents of $75.8 million. As of December 31, 2022, we had net working capital of approximately $93.8 million, which included cash and cash equivalents of $97.7 million. Our primary sources of liquidity for the first three quarters of fiscal years 2023 and 2022 were cash and available borrowings under our Credit Agreement with CoBank.

 

As of September 30, 2023, we had no long-term debt outstanding. We had a $1.0 million revolving term credit commitment with CoBank, all of which was available. USPB was in compliance with the financial covenant under Credit Agreement as of September 30, 2023.

 

 

 

 15 

 

 

We believe our cash will be sufficient to support our cash needs for the foreseeable future. For a review of our obligations that affect liquidity, please see the “Cash Payment Obligations” table in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for fiscal year 2022.

 

Operating Activities

 

Net cash provided by operating activities in the thirty-nine weeks ended September 30, 2023 was approximately $30.5 million compared to net cash provided by operating activities of approximately $160.0 million in the thirty-nine weeks ended September 24, 2022. The $129.5 million change was primarily due to a decrease in distributions received from NBP.

 

Investing Activities

 

Net cash from investing activities was $0.0 million in the thirty-nine weeks ended September 30, 2023 compared to $0.1 in the thirty-nine weeks ended September 24, 2022.

 

Financing Activities

 

Net cash from financing activities was approximately $52.4 million in the thirty-nine weeks ended September 30, 2023 compared to net cash used of approximately $195.2 million in the thirty-nine weeks ended September 24, 2022. The change was due to a lower level of member distributions made in the thirty-nine weeks of 2023.

 

Credit Agreement

 

On July 13, 2020, USPB, and CoBank, entered into a Credit Agreement, Amended and Restated Revolving Term Promissory Note (“Promissory Note”), and an Affirmation of Pledge Agreement.

 

The Credit Agreement and Promissory Note provides for a $1.0 million revolving term commitment. The commitment carries a term of five years, maturing on June 30, 2025. All of the $1.0 million revolving credit commitment was available as of September 30, 2023. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide for an interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of 0.00% and Daily Simply SOFR (as defined in the agreement). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB’s Membership Interests in, and Distributions from, NBP.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

The principal market risks affecting USPB’s business are exposure to interest rate risk, to the extent the Company has debt outstanding. As September 30, 2023, the Company did not have any outstanding debt.

 

Item 4. Controls and Procedures.

 

We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the Financial Statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. Each quarter, we evaluate the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in alerting them, in a timely manner, to material information required to be included in our periodic Securities and Exchange Commission filings. There have been no changes in our internal controls over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 16 

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

USPB is not currently involved in any litigation. However, because its ownership interest in NBP is USPB’s largest asset and because of the cattle procurement and distribution relationship between USPB and NBP, litigation involving NBP may impact USPB.

 

NBP is a defendant in (i) five putative class action lawsuits in the United States District Court, Minnesota District, alleging that it violated the Sherman Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and (ii) putative class action lawsuits in the Supreme Court of British Columbia and the Superior Court of Quebec, Montreal District, alleging that it violated the Canadian Competition Act and various provincial laws (the “Beef Class Actions”). The Beef Class Actions are entitled In re Cattle Antitrust Litigation, which was filed originally on April 23, 2019; Peterson et al. v. JBS USA Food Company Holdings, et al., which was filed originally on April 26, 2019; In re DPP Beef Litigation, which was filed originally on April 26, 2019; Erbert & Gerbert’s, Inc. v. JBS USA Food Company Holdings, et al., which was filed originally on June 18, 2020; Specht v. Tyson Foods, Inc., et al., which was filed originally on October 31, 2022; Giang Bui v. Cargill, Incorporated, et al. which was filed originally on February 18, 2022; and Sylvie De Bellefeuille v. Cargill, Inc. et al., which was filed originally on March 24, 2022. Since the original filings, certain putative class members of the Peterson case have opted out of the matter and are proceeding with 23 individual direct actions making similar claims (the “Opt-Out Cases”), and others may do so in the future. The Opt-Out Cases are entitled Winn-Dixie Stores, Inc. and Bi-Lo Holding, LLC v. Cargill, Inc., et al., which was filed on August 2, 2021 in the United States District Court, Minnesota; Cheney Brothers, Inc. v. Cargill, Inc., et al., which was filed on January 31, 2022 in the United States District Court, Southern District of Florida; Subway v. Cargill, Inc. et al., which was filed on February 22, 2022 in the United States District Court, Connecticut; Amory Investments LLC v. Cargill, Inc. et al., which was filed originally on March 8, 2022 in the United States District Court, Northern District of New York; Associated Grocers, Inc., et al. v. Cargill, Inc., et al., which was filed originally on May 12, 2022 in the United States District Court, Northern District of Illinois; Giant Eagle, Inc. v. Cargill, Inc., et al., which was filed originally on June 8, 2022 in the United States District Court, Northern District of Illinois; Sysco Corporation v. Cargill, Inc., et al., which was filed originally on June 24, 2022 in the United States District Court, Southern District of Texas; John Soules Foods, Inc. v. Cargill, Inc., et al., which was filed originally on August 5, 2022 in the United States District Court, Eastern District of Texas; Associated Grocers of the South et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; The Kroger Co. et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; Kraft Heinz Food Company v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; Aramark Food and Support Services Group., Inc. v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; ARCOP, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; CKE Restaurant Holdings, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sonic Industries Services Inc. v. Cargill, Inc. et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Restaurant Services, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Whatabrands LLC et al. vs. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sherwood Food Distributors, L.L.C. et al. vs. Cargill, Inc., et al., which was filed originally on March 7, 2023 in the United States District Court, Eastern District of New York; ALDI Inc vs Cargill, Inc,. et al, which as filed originally on August 22, 2023 in the United States District Court, Northern District of Illinois; Quirch Foods, LLC v. Cargill, Inc., et al, which was filed originally on October 9, 2023 in the United States District Court, Northern District of Illinois; Compass Group USA, Inc. v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the Western District of North Carolina; and Conagra Brands, Inc. v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Northern District of Illinois. On October 4, 2022, the United States Beef Class Actions and Opt-Out Cases were consolidated for pretrial proceedings in the United States District Court, Minnesota District under the style In re: Cattle and Beef Antitrust Litigation. The plaintiffs in these cases seek treble damages and other relief under various laws including the Sherman Antitrust Act, the Canadian Competition Act, the Packers & Stockyards Act, and/or the Commodities Exchange Act and various state and provincial laws and attorneys’ fees. NBP believes it has meritorious defenses to the claims in these cases and intends to defend them vigorously. There can be no assurances, however, as to the outcome of these matters or the impact on NBP’s consolidated financial position, results of operations and cash flows.

 

 

 

 17 

 

 

In addition to the above antitrust litigation, NBP is subject to an investigation by the United States Department of Justice (“DOJ”) and approximately 30 state attorneys general regarding fed cattle and beef packing markets. NBP is cooperating with these investigations and is working with the DOJ and the relevant states to provide information requested in connection with the investigations. NBP believes it has meritorious defenses to any potential claims that might arise out of these government investigations, although there can be no assurance as to the outcome of these investigations or the impact on NBP’s consolidated financial position, results of operations and cash flows.

 

NBP is a defendant in a putative class action lawsuit entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District Court, Colorado District on November 16, 2022, alleging that the defendants directly and through a wage survey and benchmarking service exchanged information regarding labor rates in an effort to depress and fix the rates of wages in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, punitive damages, restitution, and pre- and post-judgment interest, as well as declaratory and injunctive relief. NBP believes it has meritorious defenses to the claims in this case and intends to defend the case vigorously. There can be no assurances, however, as to the outcome of this case or the impact on the NBP’s consolidated financial position, results of operations and cash flows.

 

NBP is a party to various other lawsuits and claims arising out of the operation of its business. Management of NBP believes the ultimate resolution of such matters should not have a material adverse effect on NBP’s financial condition, results of operations or liquidity.

 

USPB is not able to assess what impact, if any, the actions described above will have on NBP or USPB.

 

Item 1A. Risk Factors.

 

The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 have not materially changed. Please refer to the Company’s report on Form 10-K for the fiscal year ended December 31, 2022 to consider those risk factors.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

 

 18 

 

 

Item 6. Exhibits.

 

3.1   Certificate of Formation of U.S. Premium Beef, LLC (incorporated herein by reference to Appendix C to the voting materials – prospectus contained in U.S. Premium Beef, Inc. Registration Statement on Form S-4 (File No. 333-115164) filed with the SEC on August 5, 2004).
3.2   Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, dated as of January 17, 2012 (incorporated herein by reference to Exhibit 3 to Form 8-K (File No. 333-115164) filed with the SEC on January 18, 2012). Amendment to Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, effective March 1, 2023 (incorporated herein by reference to Exhibit 3.2(d) to Form 8-K (File N. 333-115164) filed with the SEC on March 3, 2023.

3.3

 

Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, dated as of November 10, 2023 (filed herewith).

10.1   Amendment to the Amended and Restated Revolving Term Promissory Note Revolving Term Loan Supplement between U.S. Premium Beef, LLC and CoBank, ACB, executed July 10, 2023 (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 333-115164) filed with the SEC on July 10, 2023).
31.1   Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2   Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS   Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

 

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

 

 

 

 

 19 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

  U.S. Premium Beef, LLC
     
 

By:

/s/ Stanley D. Linville

     
   

Stanley D. Linville
Chief Executive Officer

(Principal Executive Officer)

 

  By: /s/ Scott J. Miller
     
   

Scott J. Miller
Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

Date: November 13, 2023

 

 

 

 

 

 

 

 

 20 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
6/30/25
Filed on:11/13/23
10/31/23
10/28/23
10/9/23
For Period end:9/30/23
9/25/23
8/22/23
7/10/238-K
7/6/238-K
6/24/2310-Q
3/27/23
3/25/2310-Q
3/7/23
3/3/2310-K,  8-K
12/31/2210-K
12/19/228-K
11/16/22
10/31/22
10/4/22
9/30/22
9/24/2210-Q
9/15/22
8/5/22
6/25/2210-Q
6/24/22
6/8/22
5/12/22
3/26/2210-Q
3/24/22
3/8/22
2/22/22
2/18/22
1/31/22
12/25/2110-K
8/2/21
7/13/208-K
6/18/20
6/10/198-K
4/26/19
4/23/19
1/18/128-K
8/5/04S-4/A
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/24  U.S. Premium Beef, LLC            10-Q        3/30/24   53:2.3M                                   GlobalOne Filings Inc/FA
 3/11/24  U.S. Premium Beef, LLC            10-K       12/30/23   50:3.5M                                   GlobalOne Filings Inc/FA


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/10/23  U.S. Premium Beef, LLC            8-K:1,2,9   7/06/23   11:210K                                   GlobalOne Filings Inc/FA
 3/03/23  U.S. Premium Beef, LLC            8-K:3,5,9   3/01/23   11:201K                                   GlobalOne Filings Inc/FA
 1/18/12  U.S. Premium Beef, LLC            8-K:3,9     1/17/12    2:549K                                   EDGARX.com, LLC/FA
 5/05/04  U.S. Premium Beef, LLC            S-4                   17:2.9M                                   RR Donnelley
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