Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 27, 2014 | Feb. 28, 2014 | |
Entity Registrant Name | U. S. Premium Beef, LLC | |
Trading Symbol | USPB | |
Document Type | 10-K | |
Document Period End Date | 27-Dec-14 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1289237 | |
Current Fiscal Year End Date | -15 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2014 | |
Document Fiscal Period Focus | FY | |
Entity Public Float | $0 | |
Class A Units [Member] | ||
Entity Common Stock, Shares Outstanding | 735,385 | |
Class B Units [Member] | ||
Entity Common Stock, Shares Outstanding | 755,385 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $92,344 | $59,812 |
Due from affiliates | 82 | 1,488 |
Other receivables | 3 | |
Restricted cash | 36,943 | |
Other current assets | 5 | 385 |
Total current assets | 92,431 | 98,631 |
Property, plant, and equipment, at cost | 219 | 250 |
Less accumulated depreciation | 214 | 244 |
Net property, plant, and equipment | 5 | 6 |
Investment in National Beef Packing Company, LLC | 147,808 | 155,928 |
Other assets | 257 | 323 |
Total assets | 240,501 | 254,888 |
Current liabilities: | ||
Accounts payable - trade | 34 | 25 |
Due to affiliates | 17 | 8 |
Accrued compensation and benefits | 1,169 | 3,898 |
Other accrued expenses and liabilities | 120 | 105 |
Patronage notices payable | 90 | 90 |
Distributions payable | 2 | 223 |
Total current liabilities | 1,432 | 4,349 |
Long-term liabilities: | ||
Other liabilities | 5,983 | 6,327 |
Total long-term liabilities | 5,983 | 6,327 |
Total liabilities | 7,415 | 10,676 |
Commitments and contingencies | ||
Capital shares and equities: | ||
Members' capital, 735,385, 755,385 authorized, issued and outstanding | 233,086 | 244,212 |
Total capital shares and equities | 233,086 | 244,212 |
Total liabilities and capital shares and equities | $240,501 | $254,888 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 27, 2014 | Dec. 28, 2013 |
Class A Units [Member] | ||
Members' capital, units authorized | 735,385 | 735,385 |
Members' capital, units issued | 735,385 | 735,385 |
Members' capital, units outstanding | 735,385 | 735,385 |
Class B Units [Member] | ||
Members' capital, units authorized | 755,385 | 755,385 |
Members' capital, units issued | 755,385 | 755,385 |
Members' capital, units outstanding | 755,385 | 755,385 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Net sales | |||
Costs and expenses: | |||
Cost of sales | |||
Selling, general, and administrative expenses | 3,116 | 5,364 | 5,727 |
Depreciation and amortization | 2 | 6 | 7 |
Total costs and expenses | 3,118 | 5,370 | 5,734 |
Operating loss | -3,118 | -5,370 | -5,734 |
Other income (expense): | |||
Interest income | 47 | 40 | 54 |
Interest expense | -30 | -70 | -253 |
Equity in (loss) income of National Beef Packing Company, LLC | -6,140 | -6,464 | 8,611 |
Other, net | 204 | 671 | 153 |
Total other (expense) income | -5,919 | -5,823 | 8,565 |
(Loss) income before taxes | -9,037 | -11,193 | 2,831 |
Income tax expense | -2 | -3 | -107 |
Net (loss) income | ($9,039) | ($11,196) | $2,724 |
Class B Units [Member] | |||
(Loss) earnings per unit: | |||
Basic | ($10.77) | ($13.34) | $3.25 |
Diluted | ($10.77) | ($13.34) | $3.25 |
Outstanding weighted-average Class A and Class B units: | |||
Basic | 735,385 | 735,385 | 735,385 |
Diluted | 735,385 | 735,385 | 735,385 |
Class A Units [Member] | |||
(Loss) earnings per unit: | |||
Basic | ($1.23) | ($1.52) | $0.37 |
Diluted | ($1.23) | ($1.52) | $0.36 |
Outstanding weighted-average Class A and Class B units: | |||
Basic | 735,385 | 735,385 | 735,385 |
Diluted | 735,385 | 735,385 | 747,836 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | ($9,039) | ($11,196) | $2,724 |
Other comprehensive income (expense): | |||
Comprehensive (loss) income | ($9,039) | ($11,196) | $2,724 |
Consolidated_Statements_of_Cap
Consolidated Statements of Capital Shares and Equities (USD $) | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Allocation of net income | ($7,585) | ($16,599) | ($9,039) | ($11,196) | $2,724 |
Members Capital [Member] | |||||
Increase (Decrease) in Partners' Capital [Roll Forward] | |||||
Balance | 244,212 | 254,546 | 275,327 | ||
Allocation of net income | -9,039 | -11,196 | 2,724 | ||
Partner distributions | -23,505 | ||||
Tax year 2012 over distribution | 862 | ||||
Tax year 2013 distribution | -2,087 | ||||
Balance | $233,086 | $244,212 | $233,086 | $244,212 | $254,546 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Cash flows from operating activities: | |||
Net (loss) income | ($9,039) | ($11,196) | $2,724 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization | 2 | 6 | 7 |
Equity in (loss) income of National Beef Packing Company, LLC | 6,140 | 6,464 | -8,611 |
Distribution from National Beef | 8,906 | ||
Changes in assets and liabilities (net of acquisition): | |||
Due from affiliates | 588 | -13 | 1,676 |
Other receivables | 3 | 75 | -78 |
Other assets | 447 | 955 | -1,246 |
Accounts payable | 9 | -17 | -2 |
Due to affiliates | 9 | -438 | 412 |
Accrued compensation and benefits | -3,073 | -1,695 | 182 |
Other accrued expenses and liabilities | 14 | -92 | -815 |
Net cash (used in) provided by operating activities | -4,900 | -5,951 | 3,155 |
Cash flows from investing activities: | |||
Capital expenditures, including interest capitalized | -9 | ||
Proceeds from sale of majority interest in National Beef Packing Co., LLC, net | 36,943 | ||
Distributions from National Beef Packing Company, LLC | 1,979 | 4,517 | |
Additional minority interest acquired in National Beef Packing Company, LLC | -1,507 | ||
Net cash provided by (used in) investing activities | 38,922 | 3,010 | -9 |
Cash flows from financing activities: | |||
Payments of patronage notices | -21,868 | ||
Change in overdraft balances | -221 | 26 | -20,052 |
Prior year excess distribution | 818 | 44 | |
Partnership distributions and redemptions | -2,087 | -541,213 | |
Net cash (used in) provided by financing activities | -1,490 | 70 | -583,133 |
Net increase (decrease) in cash | 32,532 | -2,871 | -579,987 |
Cash and cash equivalents at beginning of period | 59,812 | 92,344 | 642,670 |
Cash and cash equivalents at end of period | 92,344 | 59,812 | 92,344 |
Supplemental cash disclosures: | |||
Cash paid during the period for interest | 40 | 69 | 59 |
Cash paid during the period for taxes, net | $2 | $3 | $107 |
Description_of_Business
Description of Business | 12 Months Ended | |
Dec. 27, 2014 | ||
Description of Business | ||
Description of Business | NOTE 1. Description of Business | |
U.S. Premium Beef (USPB or the Company) was formed as a closed marketing cooperative on July 1, 1996, and was then known as U.S. Premium Beef, Ltd. Its mission is to increase the quality of beef and long-term profitability of cattle producers by creating a fully integrated producer-owned beef processing system that is a global supplier of high quality, value-added beef products responsive to consumer desires. | ||
On December 1, 1997, USPB became operational by acquiring 25.4966% of Farmland National Beef Packing Co., L.P. (FNB), a partnership owned by USPB and Farmland Industries, Inc. (Farmland). USPB acquired an additional 3.29% partnership interest in February 1998, bringing its ownership to 28.7866% of FNB. Farmland owned the remaining 71.2134%. | ||
On May 31, 2002, Farmland and four of its subsidiaries filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code. In the fourth quarter of fiscal year 2003, USPB acquired a controlling interest in the former FNB, now National Beef Packing Company, LLC (NBP). | ||
On August 18, 2004, the shareholders of U.S. Premium Beef, Ltd. approved the merger of the cooperative into a wholly-owned subsidiary, U.S. Premium Beef, Inc., a Delaware corporation. The merger was effective on August 29, 2004. The Delaware corporation then, in a statutory conversion authorized under Delaware law, converted into a Delaware limited liability company (see Note 9). Following the effective date of the merger and the statutory conversion, the business of the cooperative continues in the limited liability company form of business organization. | ||
On December 5, 2011, USPB entered into a Membership Interest Purchase Agreement with Leucadia National Corporation (Leucadia), NBP, NBPCo Holdings, LLC (NBPCo), TKK Investments, LLC (TKK), TMKCo, LLC (TMKCo), and TMK Holdings, LLC (TMK Holdings) (Purchase Agreement). The Purchase Agreement provided for (i) Leucadia to purchase 56.2415% of the membership interests in NBP (National Interests) from the Company for $646,777,342 and 19.8775% of the National Interests from NBPCo for $228,591,527; (ii) pursuant to pre-existing put rights, NBP to purchase from TKK and TMKCo all the National Interests owned by TKK and TMKCo for $75,946,955; and (iii) Leucadia to sell to TMK Holdings 0.6522% of the National Interests for $7,500,000 (Leucadia Transaction). Upon consummation of the Leucadia Transaction, the parties owned the following percentage membership interests in NBP: Leucadia 78.9477%; USPB 15.0729%; NBPCo 5.3272%; and TMK Holdings 0.6522%. | ||
In connection with its approval of the Purchase Agreement, the Company’s Board of Directors adopted a change to the Company’s fiscal year, which became effective upon closing. The Leucadia Transaction closed on December 30, 2011 and the Company’s fiscal year-end changed from the last Saturday in August to the last Saturday in December. Beginning with fiscal year 2012 the Company will file annual reports for each 52 week or 53 week period ended on the last Saturday, in December. | ||
NBP and its subsidiaries sell meat products to customers in the food service, international, further processor, and retail distribution channels. NBP also produces and sells by-products that are derived from its meat processing operations and variety meats to customers in various industries. | ||
NBP operates beef slaughter and fabrication facilities in Liberal and Dodge City, Kansas, consumer-ready beef processing facilities in Hummels Wharf, Pennsylvania and Moultrie, Georgia and The Kansas City Steak Company, LLC (Kansas City Steak), a portion control processing facility in Kansas City, Kansas. National Carriers, Inc. (National Carriers), NBP’s wholly-owned subsidiary located in Liberal, Kansas, provides trucking services to NBP and third parties and National Elite Transportation, LLC (National Elite), a wholly-owned subsidiary located in Springdale, Arkansas, provides third-party logistics services to the transportation industry. National Beef Leathers, LLC (NBL), a wholly-owned subsidiary located in St. Joseph, Missouri, provides wet blue hide tanning services to NBP. | ||
On December 30, 2011, USPB entered into a new Cattle Purchase and Sale Agreement with NBP. Per the terms and conditions of the Agreement, NBP shall purchase through USPB from its owners and associates, and USPB shall cause to be sold and delivered from its unitholders and associates to NBP, on an annual basis, a base amount of 735,385 (subject to adjustment) head of cattle per year. In fiscal years 2014 and 2013, USPB and NBP agreed to increase the number of cattle that USPB’s unitholders and associates could deliver during USPB’s delivery year by up to 10%. During fiscal years 2014, 2013 and 2012, USPB’s owners and associates provided approximately 23%, 21% and 21%, respectively, of NBP’s total cattle requirements. The purchase price for the cattle is determined by pricing grids, which shall at all times be no less favorable than any other pricing grid being utilized by NBP and the pricing grid shall be competitive with NBP’s major competitors for the purchase of cattle. NBP believes the pricing grids are based on terms that could be obtained from an unaffiliated party. The cattle supply agreement extends through December 31, 2017, with automatic one year extensions on each December 30, unless either party provides a notice not to extend sixty days prior to the annual anniversary date. NBP also purchased additional cattle from certain USPB unitholders and associates outside of the cattle supply agreement. | ||
USPB sources all of its cattle requirements from its unitholders and associates. Unitholders enter into Uniform Cattle Delivery and Marketing Agreements and are obligated to deliver a designated number of cattle to USPB during the delivery year. The agreements carry a term of five years and have an evergreen renewal provision. Both agreements provide for minimum quality standards, delivery variances, and termination provisions, as defined. |
Basis_of_Presentation_and_Acco
Basis of Presentation and Accounting Policies | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Basis of Presentation and Accounting Policies | |||||||||||
Basis of Presentation and Accounting Policies | NOTE 2. Basis of Presentation and Accounting Policies. | ||||||||||
Basis of Presentation and Consolidation | |||||||||||
As a result of the Leucadia Transaction, which closed December 30, 2011, USPB’s investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control. | |||||||||||
Fiscal Year | |||||||||||
With the closing of the Leucadia Transaction on December 30, 2011, the Company’s fiscal year-end changed from the last Saturday in August to the last Saturday in December. Beginning with fiscal year 2012, the Company will file annual reports for each 52 week or 53 week period ended on the last Saturday in December. | |||||||||||
Use of Estimates | |||||||||||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the 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. | |||||||||||
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 December 27, 2014 and December 28, 2013, the Company had cash and cash equivalents of $92.3 million and $59.8 million, respectively. | |||||||||||
Restricted Cash | |||||||||||
When the Leucadia Transaction closed on December 30, 2011, approximately $36.9 million of the Company’s proceeds were deposited in an escrow account to satisfy potential indemnification claims from Leucadia under the Purchase Agreement. As no indemnification claims were made by Leucadia by the one year anniversary of the closing of the Leucadia Transaction, USPB received 40%, or approximately $14.8 million, in January 2013; however, as those funds remained subject to potential indemnification claims that may arise during the second year after the closing of the Leucadia Transaction, the amount received continued to be shown as Restricted Cash as of December 28, 2013. As no indemnification claims were made by Leucadia by the second anniversary of the closing of the Leucadia Transaction, USPB received the remaining 60%, or approximately $22.1 million, in January 2014. | |||||||||||
Investment in National Beef Packing Company, LLC | |||||||||||
As a result of the Leucadia Transaction, beginning on December 31, 2011, USPB’s 15.0729% investment in NBP accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control. | |||||||||||
Property, Plant, and Equipment | |||||||||||
Property, plant, and equipment are recorded at cost. Property, plant, and equipment are depreciated principally on a straight-line basis over the estimated useful life (based upon original acquisition date) of the individual asset by major asset class as follows: | |||||||||||
Buildings and improvements | 15 to 25 years | ||||||||||
Machinery and equipment | 2 to 15 years | ||||||||||
Furniture and fixtures | 3 to 5 years | ||||||||||
Trailers and automotive equipment | 2 to 4 years | ||||||||||
Upon disposition of these assets, any resulting gain or loss is included in other, net. Major repairs and maintenance costs that extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations. | |||||||||||
A summary of cost and accumulated depreciation for property, plant, and equipment as of December 27, 2014 and December 28, 2013 follows (thousands of dollars): | |||||||||||
December 27, | December 28, | ||||||||||
2014 | 2013 | ||||||||||
Land and improvements | $ | - | $ | - | |||||||
Building and improvements | - | - | |||||||||
Machinery and equipment | 37 | 37 | |||||||||
Furniture and fixtures | 126 | 126 | |||||||||
Trailers and automotive equipment | 57 | 87 | |||||||||
Construction in process | - | - | |||||||||
Total property, plant, and equipment, at cost | 220 | 250 | |||||||||
Accumulated depreciation | 215 | 244 | |||||||||
Property, plant, and equipment, net | $ | 5 | $ | 6 | |||||||
Depreciation expense was immaterial for fiscal years ended December 27, 2014 and December 28, 2013. | |||||||||||
Overdraft Balances | |||||||||||
USPB utilizes a controlled disbursement account to fund cash distribution checks presented for payment by the holder. Checks issued pending clearance that result in overdraft balances for accounting purposes are included in patronage notices payable and distributions payable and the change in the related balances are reflected in financing activities on the consolidated statement of cash flows. Overdraft balances totaled $0.1 million and $0.3 million as of December 27, 2014 and December 28, 2013, respectively. | |||||||||||
Income Taxes | |||||||||||
Effective August 29, 2004, the Company converted to an LLC, and under this structure, taxes are not provided at the Company level because the results of operations are included in the taxable income of the individual members. | |||||||||||
Selling, General, and Administrative | |||||||||||
Selling expenses consist primarily of salaries, bonuses, phantom unit option expense, trade promotions, advertising, commissions and other marketing costs. General and administrative costs consist primarily of general management, insurance and professional expenses. | |||||||||||
Noncompetition Payments | |||||||||||
The former CEO’s employment agreement provided for him to receive noncompetition payments in connection with the Leucadia transaction. During calendar years 2014 and 2013, the former CEO was paid $847,334 and $767,708, respectively, in noncompetition payments. He will continue to receive noncompetition payments of approximately $850,000 per year during calendar years 2015 through 2021. | |||||||||||
The current 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 December 27, 2014 and December 28, 2013, the Company had accrued $5.5 million and $5.9 million, respectively, for the noncompetition agreements. | |||||||||||
Earnings Per Unit | |||||||||||
Under the LLC structure, earnings of the Company are to be distributed to unitholders based on their proportionate share of underlying equity, and, as a result, earnings per unit (EPU) has been presented in the accompanying Consolidated Statement of Operations and in the table that follows. | |||||||||||
Basic EPU excludes dilution and is computed by first allocating 10% of net income or loss attributable to USPB to Class A units and the remaining 90% is allocated to Class B units. Net income or loss allocated to the Class A and Class B units is then divided by the weighted-average number of Class A and Class B units outstanding for the period to determine the basic EPU for each respective class of unit. | |||||||||||
Diluted EPU reflects the potential dilution that could occur if the purchase rights or appreciation right provided for in the former CEO’s employment agreement were exercised. In April 2014, the former CEO exercised his right to receive unit appreciation rights on his 20,000 Class A phantom units. The diluted loss per Class A unit calculations for fiscal year 2013 in the following table excludes the effect of the 20,000 Class A unit purchase rights noted above as the effect of including them would have been anti-dilutive to the loss per Class A unit calculation. | |||||||||||
(Loss) income Per Unit Calculation | 52 weeks ended | ||||||||||
(thousands of dollars, except unit and per unit data) | 27-Dec-14 | 28-Dec-13 | 29-Dec-12 | ||||||||
Basic (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding units (denominator) | |||||||||||
Class A | 735,385 | 735,385 | 735,385 | ||||||||
Class B | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.37 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 | |||
Diluted (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding Class A units | 735,385 | 735,385 | 735,385 | ||||||||
Effect of dilutive securities - Class A unit options | - | - | 12,451 | ||||||||
Units (denominator) | 735,385 | 735,385 | 747,836 | ||||||||
Weighted average outstanding Class B units | 755,385 | 755,385 | 755,385 | ||||||||
Effect of dilutive securities - Class B unit options | - | - | - | ||||||||
Units (denominator) | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.36 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 | |||
Long_Term_Debt_and_Loan_Agreem
Long Term Debt and Loan Agreements | 12 Months Ended | ||
Dec. 27, 2014 | |||
Long Term Debt and Loan Agreements | |||
Long Term Debt and Loan Agreements | NOTE 3. Long-Term Debt and Loan Agreements | ||
(a) | Master Loan Agreement | ||
On May 29, 2014, USPB and CoBank entered into a Revolving Term Loan Supplement to the Master Loan Agreement dated July 26, 2011. The new Revolving Term Loan Supplement provides for a $5 million revolving credit commitment, a reduction of $10 million from the prior commitment. The new commitment carries a term of three years, maturing on June 30, 2017. The Pledge Agreement provides CoBank with a first-priority security interest in USPB’s membership interests in, and distributions from, NBP. | |||
All of the $5 million revolving credit commitment was available as of December 27, 2014. Borrowings under the revolving credit commitment bear interest at the base rate or LIBOR rate plus applicable margin. | |||
On December 30, 2011, in connection with the closing of the transaction with Leucadia, the Company and CoBank entered into the Consent and First Amendment to Pledge Agreement and Security Agreement, by which CoBank agreed to (i) consent to the Membership Interest Sale and the PA Distribution, (ii) release its security interest in, and liens on, the Membership Interests being sold pursuant to the Membership Interest Sale, (iii) consent to the NBP Pledge and (iv) consent to the amendments and restatements of the NBP Operating Agreement and the PA Newco Operating Agreement. The NBP Pledge grants NBP a perfected security interest in and to USPB’s membership interests in, and distributions from, NBP, subject only to the prior first priority security interest held by CoBank. | |||
The Company was in compliance with all of the Master Loan Agreement debt covenants as of December 27, 2014. | |||
(b) | Capital and Operating Leases | ||
USPB leases its office space in Kansas City, Missouri and Dodge City Kansas. Rent expense associated with operating leases was $0.1 million for fiscal years 2014, 2013 and 2012. USPB expects that it will renew lease agreements or enter into new leases as the existing leases expire. |
Employee_Options_and_Benefit_P
Employee Options and Benefit Plans | 12 Months Ended |
Dec. 27, 2014 | |
Employee Options and Benefit Plans | |
Employee Options and Benefit Plans | NOTE 4. Employee Options and Benefit Plans |
The cooperative established a phantom stock option plan for the then CEO which provided for the issuance of 20,000 phantom stock options with an exercise price of $55 per share, all of which had been issued and were exercisable upon election. In connection with the conversion described in Note 9, this phantom stock option plan was converted into a phantom unit plan in a similar fashion as the conversion of cooperative shares to LLC units. The 20,000 phantom stock options converted into 20,000 phantom Class A units and 20,000 phantom Class B units with an exercise price of $55 per unit and $0 per unit, respectively. In August 2009, Mr. Hunt exercised 20,000 Class B units at an exercise price of $0 per unit. In April 2014, Mr. Hunt exercised his right to receive an appreciation payment for his 20,000 Class A phantom units, which had an exercise price of $55 per unit. The Company recognized compensation expense for Mr. Hunt’s Class A phantom units for the difference between the fair market value for the Class A units and the $55 exercise price. For Mr. Hunt’s phantom plan, an increase in compensation expense of $0.0 million and $1.4 million was recognized in fiscal years 2014 and 2013, respectively, and a decrease of $1.1 million was recognized in fiscal year 2012. | |
In September 2010, USPB’s Board of Directors approved a management phantom unit plan. The phantom unit plan provides for the award of unit appreciation rights to management employees of USPB. USPB’s CEO administers the phantom unit plan and awards “Phantom Units” (Class A and Class B Units) to employees in amounts determined by the CEO, subject to the total Phantom Unit amount approved by the Board of Directors of USPB. A total of 5,000 Class A phantom units and 5,000 Class B phantom units were awarded to management employees, with a strike price of $118 and $157, respectively. The closing of the Leucadia Transaction resulted in management employees receiving a payment under the management phantom unit plan. As a result of that payment, the strike price for both the Class A phantom units and Class B phantom units was satisfied and is now $0. The phantom units will vest over a 5 year period. For the management phantom plan, compensation expense of $0.0 million, $0.5 million, and $0.3 million was recognized in fiscal years 2014, 2013 and 2012, respectively. | |
On November 16, 2012, USPB’s Board of Directors approved the issuance of an additional 1,500 Class A phantom units, with a strike price of $66.04 and 1,500 Class B phantom units, with a strike price of $73.70, to certain members of management, to be effective on January 28, 2013. These phantom units will vest over a five year period. Compensation expense of $0.0 and $0.1 million was recognized in fiscal years 2014 and 2013. | |
The Company maintains a tax-qualified employee savings and retirement plan (401(k) Plan) covering the Company’s non-union employees. Pursuant to the 401(k) Plan, eligible employees may elect to reduce their current compensation by up to the lesser of 75% of their annual compensation or the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. The 401(k) Plan provides for additional matching contributions by the Company, based on specific terms contained in the 401(k) Plan. The trustee of the 401(k) Plan, at the direction of each participant, invests the assets of the 401(k) Plan in designated investment options. The 401(k) Plan is intended to qualify under Section 401 of the Internal Revenue Code. Expenses related to the 401(k) Plan totaled approximately $0.1 million, $0.0 million, and $1.1 million for fiscal years 2014, 2013 and 2012, respectively. |
Other_Income
Other Income | 12 Months Ended |
Dec. 27, 2014 | |
Other Income {1} | |
Other Income | NOTE 5. Other Income |
Other non-operating income, net was $0.2 million, $0.7 million, and $0.2 million for fiscal years 2014, 2013 and 2012, respectively. Other non-operating income primarily includes income related to lease income on additional delivery rights made available by the Company. |
Income_Taxes
Income Taxes | 12 Months Ended |
Dec. 27, 2014 | |
Income Taxes: | |
Income Taxes | NOTE 6. Income Taxes |
USPB is structured as an LLC and is taxed as a partnership for federal income tax purposes. As a result, its taxable income/loss are passed through to the unitholders at the end of each tax year. Certain states assess an entity level tax, which is paid by USPB. Such taxes are generally immaterial, and the current provision in tax years 2014 and 2013 was $0.0 million and in tax year 2012 was $0.1 million. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 27, 2014 | |
Related Party Transactions | |
Related Party Transactions | NOTE 7. Related Party Transactions |
All of the Company’s directors hold units of the Company. By virtue of their ownership of the units, each of these individuals is obligated to deliver cattle to the Company. The amount and terms of the payments received by these individuals (or the entities they represent) for the delivery of cattle are made on exactly the same basis as those received by other unitholders of the Company for the delivery of their cattle. | |
USPB facilitates the delivery of cattle annually to NBP through its unitholders and associates. During fiscal years 2014, 2013 and 2012, USPB’s owners and associates provided approximately 23%, 21% and 21%, respectively, of NBP’s total cattle requirements. The purchase price for the cattle is determined by NBP’s pricing grid, which, under the terms of the agreement with USPB, must be competitive with the pricing grids of NBP’s competitors and may not be less favorable than pricing grids offered to other suppliers. | |
At December 27, 2014 and December 28, 2013, the Company had receivables from unitholders and associates in the amount of $0.1 million and $1.5 million, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||
Dec. 27, 2014 | |||
Fair Value Measurements | |||
Fair Value Measurements | NOTE 8. Fair Value Measurements | ||
The Company determines fair value utilizing a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy gives the highest priority to quoted market prices (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of inputs used to measure fair value are as follows: | |||
• Level 1 – quoted prices in active markets for identical assets or liabilities accessible by the reporting entity. | |||
• Level 2 – observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | |||
• Level 3 – unobservable inputs for an asset or liability. Unobservable inputs should only be used to the extent observable inputs are not available. | |||
As December 27, 2014 and December 28, 2013, the Company does not carry any assets or liabilities on its consolidated balance sheet using the three-level fair value hierarchy. |
Capital_Shares_and_Equities
Capital Shares and Equities | 12 Months Ended |
Dec. 27, 2014 | |
Capital Shares and Equities | |
Capital Shares and Equities | NOTE 9. Capital Shares and Equities |
LLC Structure | |
On August 18, 2004, the shareholders of U.S. Premium Beef, Ltd. approved the conversion of the cooperative into a Delaware LLC (Conversion). Under the new ownership structure, each share of common stock of the cooperative was converted to one unit of Class A interest and one unit of Class B interest. Immediately following the Conversion, there were 691,845 Class A units and 691,845 Class B units. For a period of time determined by the board of directors, each Class A unit was linked to its corresponding Class B unit and each pair of linked units was required, if transferred, to be transferred together. On March 27, 2010, the board of directors amended USPB’s LLC Agreement to enable the Class A and Class B units to be transferred separately. Patronage Refunds for Reinvestment in the cooperative were carried over at their face amount as Patronage Notices. | |
Class A Units. On November 9, 2009, USPB members approved an amendment to USPB’s limited liability company agreement that changed the allocation of profits and losses to Class A unitholders to 10% from 33%. Holders of USPB Class A units, committed under Uniform Cattle Delivery and Marketing Agreements, have the right and obligation to deliver one head of cattle to USPB annually for each unit held. | |
Class B Units. On November, 9, 2009, USPB members approved an amendment to USPB’s limited liability company agreement that changed the allocation of profits and losses to Class B unitholders to 90% from 67%. Holders of USPB Class B units have no cattle delivery commitment. |
Legal_Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 27, 2014 | |
Legal Proceedings | |
Legal Proceedings | NOTE 10. Legal Proceedings |
As of December 27, 2014, USPB was not a party to any lawsuit or claim arising out of the operation of its business. |
Business_Segments
Business Segments | 12 Months Ended |
Dec. 27, 2014 | |
Business Segments | |
Business Segments | NOTE 11. Business Segments |
ASC 820, Disclosures about Segments of an Enterprise and Related Information establishes annual and interim reporting standards for operating segments of a company. It also requires entity wide disclosures about the products and services an entity provides, the material countries in which it holds assets and reports revenues, and its major customers. USPB is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, USPB operates in one operating segment and reports only certain enterprise-wide disclosures. |
Quarterly_Results_Unaudited
Quarterly Results (Unaudited) | 12 Months Ended | ||||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||||
Quarterly Results (Unaudited) | |||||||||||||||||||||||
Quarterly Results (Unaudited) | |||||||||||||||||||||||
NOTE 13. Quarterly Results (Unaudited) | |||||||||||||||||||||||
Selected quarterly financial data for fiscal years 2014 and 2013 are set forth below (dollars in thousands, except per unit data): | |||||||||||||||||||||||
Net | |||||||||||||||||||||||
(Loss) Income | |||||||||||||||||||||||
Operating | Attributable | Basic (Loss) Earnings Per | Diluted (Loss) Earnings Per | ||||||||||||||||||||
Net Sales | (Loss) Income | to USPB | Class A Unit | Class B Unit | Class A Unit | Class B Unit | |||||||||||||||||
2014 quarterly results: | |||||||||||||||||||||||
29-Mar-14 | $ | - | $ | (984 | ) | $ | (5,064 | ) | $ | (0.69 | ) | $ | (6.03 | ) | $ | (0.69 | ) | $ | (6.03 | ) | |||
28-Jun-14 | - | (830 | ) | 93 | $ | 0.01 | $ | 0.11 | $ | 0.01 | $ | 0.11 | |||||||||||
27-Sep-14 | - | (540 | ) | 3,517 | $ | 0.48 | $ | 4.19 | $ | 0.48 | $ | 4.19 | |||||||||||
27-Dec-14 | - | (764 | ) | (7,585 | ) | $ | (1.03 | ) | $ | (9.28 | ) | $ | (1.03 | ) | $ | (9.28 | ) | ||||||
$ | - | $ | (3,118 | ) | $ | (9,039 | ) | ||||||||||||||||
2013 quarterly results: | |||||||||||||||||||||||
30-Mar-13 | $ | - | $ | (1,376 | ) | $ | (4,185 | ) | $ | (0.57 | ) | $ | (4.98 | ) | $ | (0.57 | ) | $ | (4.98 | ) | |||
29-Jun-13 | - | (986 | ) | 3,056 | $ | 0.42 | $ | 3.64 | $ | 0.41 | $ | 3.64 | |||||||||||
28-Sep-13 | - | (720 | ) | 6,532 | $ | 0.89 | $ | 7.78 | $ | 0.88 | $ | 7.78 | |||||||||||
28-Dec-13 | - | (2,288 | ) | (16,599 | ) | $ | (2.26 | ) | $ | (19.78 | ) | $ | (2.26 | ) | $ | (19.78 | ) | ||||||
$ | - | $ | (5,370 | ) | $ | (11,196 | ) |
Accounting_Policies_policies
Accounting Policies (policies) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Accounting Policies: | |||||||||||
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation | ||||||||||
As a result of the Leucadia Transaction, which closed December 30, 2011, USPB’s investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control. | |||||||||||
Fiscal Year | Fiscal Year | ||||||||||
With the closing of the Leucadia Transaction on December 30, 2011, the Company’s fiscal year-end changed from the last Saturday in August to the last Saturday in December. Beginning with fiscal year 2012, the Company will file annual reports for each 52 week or 53 week period ended on the last Saturday in December. | |||||||||||
Use of Estimates | Use of Estimates | ||||||||||
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the 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. | |||||||||||
Cash and Cash Equivalents | 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 December 27, 2014 and December 28, 2013, the Company had cash and cash equivalents of $92.3 million and $59.8 million, respectively. | |||||||||||
Restricted Cash | Restricted Cash | ||||||||||
When the Leucadia Transaction closed on December 30, 2011, approximately $36.9 million of the Company’s proceeds were deposited in an escrow account to satisfy potential indemnification claims from Leucadia under the Purchase Agreement. As no indemnification claims were made by Leucadia by the one year anniversary of the closing of the Leucadia Transaction, USPB received 40%, or approximately $14.8 million, in January 2013; however, as those funds remained subject to potential indemnification claims that may arise during the second year after the closing of the Leucadia Transaction, the amount received continued to be shown as Restricted Cash as of December 28, 2013. As no indemnification claims were made by Leucadia by the second anniversary of the closing of the Leucadia Transaction, USPB received the remaining 60%, or approximately $22.1 million, in January 2014. | |||||||||||
Investment in National Beef Packing Company, LLC | Investment in National Beef Packing Company, LLC | ||||||||||
As a result of the Leucadia Transaction, beginning on December 31, 2011, USPB’s 15.0729% investment in NBP accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control. | |||||||||||
Property, Plant and Equipment | Property, Plant, and Equipment | ||||||||||
Property, plant, and equipment are recorded at cost. Property, plant, and equipment are depreciated principally on a straight-line basis over the estimated useful life (based upon original acquisition date) of the individual asset by major asset class as follows: | |||||||||||
Buildings and improvements | 15 to 25 years | ||||||||||
Machinery and equipment | 2 to 15 years | ||||||||||
Furniture and fixtures | 3 to 5 years | ||||||||||
Trailers and automotive equipment | 2 to 4 years | ||||||||||
Upon disposition of these assets, any resulting gain or loss is included in other, net. Major repairs and maintenance costs that extend the useful life of the related assets are capitalized. Normal repairs and maintenance costs are charged to operations. | |||||||||||
A summary of cost and accumulated depreciation for property, plant, and equipment as of December 27, 2014 and December 28, 2013 follows (thousands of dollars): | |||||||||||
December 27, | December 28, | ||||||||||
2014 | 2013 | ||||||||||
Land and improvements | $ | - | $ | - | |||||||
Building and improvements | - | - | |||||||||
Machinery and equipment | 37 | 37 | |||||||||
Furniture and fixtures | 126 | 126 | |||||||||
Trailers and automotive equipment | 57 | 87 | |||||||||
Construction in process | - | - | |||||||||
Total property, plant, and equipment, at cost | 220 | 250 | |||||||||
Accumulated depreciation | 215 | 244 | |||||||||
Property, plant, and equipment, net | $ | 5 | $ | 6 | |||||||
Depreciation expense was immaterial for fiscal years ended December 27, 2014 and December 28, 2013. | |||||||||||
Overdraft Balances | Overdraft Balances | ||||||||||
USPB utilizes a controlled disbursement account to fund cash distribution checks presented for payment by the holder. Checks issued pending clearance that result in overdraft balances for accounting purposes are included in patronage notices payable and distributions payable and the change in the related balances are reflected in financing activities on the consolidated statement of cash flows. Overdraft balances totaled $0.1 million and $0.3 million as of December 27, 2014 and December 28, 2013, respectively. | |||||||||||
Income Tax | Income Taxes | ||||||||||
Effective August 29, 2004, the Company converted to an LLC, and under this structure, taxes are not provided at the Company level because the results of operations are included in the taxable income of the individual members. | |||||||||||
Selling, General and Administrative | Selling, General, and Administrative | ||||||||||
Selling expenses consist primarily of salaries, bonuses, phantom unit option expense, trade promotions, advertising, commissions and other marketing costs. General and administrative costs consist primarily of general management, insurance and professional expenses. | |||||||||||
Noncompetition Payments | Noncompetition Payments | ||||||||||
The former CEO’s employment agreement provided for him to receive noncompetition payments in connection with the Leucadia transaction. During calendar years 2014 and 2013, the former CEO was paid $847,334 and $767,708, respectively, in noncompetition payments. He will continue to receive noncompetition payments of approximately $850,000 per year during calendar years 2015 through 2021. | |||||||||||
The current 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 December 27, 2014 and December 28, 2013, the Company had accrued $5.5 million and $5.9 million, respectively, for the noncompetition agreements. | |||||||||||
Earnings Per Unit | Earnings Per Unit | ||||||||||
Under the LLC structure, earnings of the Company are to be distributed to unitholders based on their proportionate share of underlying equity, and, as a result, earnings per unit (EPU) has been presented in the accompanying Consolidated Statement of Operations and in the table that follows. | |||||||||||
Basic EPU excludes dilution and is computed by first allocating 10% of net income or loss attributable to USPB to Class A units and the remaining 90% is allocated to Class B units. Net income or loss allocated to the Class A and Class B units is then divided by the weighted-average number of Class A and Class B units outstanding for the period to determine the basic EPU for each respective class of unit. | |||||||||||
Diluted EPU reflects the potential dilution that could occur if the purchase rights or appreciation right provided for in the former CEO’s employment agreement were exercised. In April 2014, the former CEO exercised his right to receive unit appreciation rights on his 20,000 Class A phantom units. The diluted loss per Class A unit calculations for fiscal year 2013 in the following table excludes the effect of the 20,000 Class A unit purchase rights noted above as the effect of including them would have been anti-dilutive to the loss per Class A unit calculation. | |||||||||||
(Loss) income Per Unit Calculation | 52 weeks ended | ||||||||||
(thousands of dollars, except unit and per unit data) | 27-Dec-14 | 28-Dec-13 | 29-Dec-12 | ||||||||
Basic (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding units (denominator) | |||||||||||
Class A | 735,385 | 735,385 | 735,385 | ||||||||
Class B | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.37 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 | |||
Diluted (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding Class A units | 735,385 | 735,385 | 735,385 | ||||||||
Effect of dilutive securities - Class A unit options | - | - | 12,451 | ||||||||
Units (denominator) | 735,385 | 735,385 | 747,836 | ||||||||
Weighted average outstanding Class B units | 755,385 | 755,385 | 755,385 | ||||||||
Effect of dilutive securities - Class B unit options | - | - | - | ||||||||
Units (denominator) | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.36 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 | |||
Basis_of_Presentation_and_Acco1
Basis of Presentation and Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 27, 2014 | |||||||||||
Basis of Presentation and Accounting Policies {2} | |||||||||||
Schedule of Property Plant And Equipment Estimated Useful Life | Property, plant, and equipment are recorded at cost. Property, plant, and equipment are depreciated principally on a straight-line basis over the estimated useful life (based upon original acquisition date) of the individual asset by major asset class as follows: | ||||||||||
Buildings and improvements | 15 to 25 years | ||||||||||
Machinery and equipment | 2 to 15 years | ||||||||||
Furniture and fixtures | 3 to 5 years | ||||||||||
Trailers and automotive equipment | 2 to 4 years | ||||||||||
Schedule of cost and accumulated depreciation for property, plant, and equipment | A summary of cost and accumulated depreciation for property, plant, and equipment as of December 27, 2014 and December 28, 2013 follows (thousands of dollars): | ||||||||||
December 27, | December 28, | ||||||||||
2014 | 2013 | ||||||||||
Land and improvements | $ | - | $ | - | |||||||
Building and improvements | - | - | |||||||||
Machinery and equipment | 37 | 37 | |||||||||
Furniture and fixtures | 126 | 126 | |||||||||
Trailers and automotive equipment | 57 | 87 | |||||||||
Construction in process | - | - | |||||||||
Total property, plant, and equipment, at cost | 220 | 250 | |||||||||
Accumulated depreciation | 215 | 244 | |||||||||
Property, plant, and equipment, net | $ | 5 | $ | 6 | |||||||
Schedule (Loss) income Per Unit Calculation | Diluted EPU reflects the potential dilution that could occur if the purchase rights or appreciation right provided for in the former CEO’s employment agreement were exercised. In April 2014, the former CEO exercised his right to receive unit appreciation rights on his 20,000 Class A phantom units. The diluted loss per Class A unit calculations for fiscal year 2013 in the following table excludes the effect of the 20,000 Class A unit purchase rights noted above as the effect of including them would have been anti-dilutive to the loss per Class A unit calculation. | ||||||||||
(Loss) income Per Unit Calculation | 52 weeks ended | ||||||||||
(thousands of dollars, except unit and per unit data) | 27-Dec-14 | 28-Dec-13 | 29-Dec-12 | ||||||||
Basic (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding units (denominator) | |||||||||||
Class A | 735,385 | 735,385 | 735,385 | ||||||||
Class B | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.37 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 | |||
Diluted (loss) income per unit: | |||||||||||
(Loss) income attributable to USPB available to unitholders (numerator) | |||||||||||
Class A | $ | (904 | ) | $ | (1,120 | ) | $ | 272 | |||
Class B | $ | (8,135 | ) | $ | (10,076 | ) | $ | 2,452 | |||
Weighted average outstanding Class A units | 735,385 | 735,385 | 735,385 | ||||||||
Effect of dilutive securities - Class A unit options | - | - | 12,451 | ||||||||
Units (denominator) | 735,385 | 735,385 | 747,836 | ||||||||
Weighted average outstanding Class B units | 755,385 | 755,385 | 755,385 | ||||||||
Effect of dilutive securities - Class B unit options | - | - | - | ||||||||
Units (denominator) | 755,385 | 755,385 | 755,385 | ||||||||
Per unit amount | |||||||||||
Class A | $ | (1.23 | ) | $ | (1.52 | ) | $ | 0.36 | |||
Class B | $ | (10.77 | ) | $ | (13.34 | ) | $ | 3.25 |
Selected_quarterly_financial_d
Selected quarterly financial data for fiscal years (Tables) | 12 Months Ended | ||||||||||||||||||||||
Dec. 27, 2014 | |||||||||||||||||||||||
Selected quarterly financial data for fiscal years | |||||||||||||||||||||||
Schedule of selected quarterly financial data for fiscal years | Selected quarterly financial data for fiscal years 2014 and 2013 are set forth below (dollars in thousands, except per unit data): | ||||||||||||||||||||||
Net | |||||||||||||||||||||||
(Loss) Income | |||||||||||||||||||||||
Operating | Attributable | Basic (Loss) Earnings Per | Diluted (Loss) Earnings Per | ||||||||||||||||||||
Net Sales | (Loss) Income | to USPB | Class A Unit | Class B Unit | Class A Unit | Class B Unit | |||||||||||||||||
2014 quarterly results: | |||||||||||||||||||||||
29-Mar-14 | $ | - | $ | (984 | ) | $ | (5,064 | ) | $ | (0.69 | ) | $ | (6.03 | ) | $ | (0.69 | ) | $ | (6.03 | ) | |||
28-Jun-14 | - | (830 | ) | 93 | $ | 0.01 | $ | 0.11 | $ | 0.01 | $ | 0.11 | |||||||||||
27-Sep-14 | - | (540 | ) | 3,517 | $ | 0.48 | $ | 4.19 | $ | 0.48 | $ | 4.19 | |||||||||||
27-Dec-14 | - | (764 | ) | (7,585 | ) | $ | (1.03 | ) | $ | (9.28 | ) | $ | (1.03 | ) | $ | (9.28 | ) | ||||||
$ | - | $ | (3,118 | ) | $ | (9,039 | ) | ||||||||||||||||
2013 quarterly results: | |||||||||||||||||||||||
30-Mar-13 | $ | - | $ | (1,376 | ) | $ | (4,185 | ) | $ | (0.57 | ) | $ | (4.98 | ) | $ | (0.57 | ) | $ | (4.98 | ) | |||
29-Jun-13 | - | (986 | ) | 3,056 | $ | 0.42 | $ | 3.64 | $ | 0.41 | $ | 3.64 | |||||||||||
28-Sep-13 | - | (720 | ) | 6,532 | $ | 0.89 | $ | 7.78 | $ | 0.88 | $ | 7.78 | |||||||||||
28-Dec-13 | - | (2,288 | ) | (16,599 | ) | $ | (2.26 | ) | $ | (19.78 | ) | $ | (2.26 | ) | $ | (19.78 | ) | ||||||
$ | - | $ | (5,370 | ) | $ | (11,196 | ) |
Description_of_Business_Detail
Description of Business (Details Textuals) | Feb. 28, 1999 | Dec. 01, 1998 |
Description of Business Details: | ||
Percentage membership owned by company | 28.79% | 25.50% |
Percentage of additional membership owned by company | 3.29% | |
Remaining total percentage membership owned by company | 71.21% |
Description_of_Business_Detail1
Description of Business (Details Textuals 1) (USD $) | Dec. 05, 2012 |
In Thousands, unless otherwise specified | |
Description of Business Details Textual: | |
Leucadia to purchase of the membership interests in NBP | 56.24% |
Leucadia to purchase of the membership interests in NBP from the Company | $646,777,342 |
National Interests from NBPCo Percent | 19.88% |
National Interests from NBPCo for value | 228,591,527 |
Pursuant to pre-existing put rights, NBP to purchase from TKK and TMKCo | 75,946,955 |
Leucadia to sell to TMK Holdings | 0.65% |
Leucadia to sell to TMK Holdings of the National Interests | $7,500,000 |
Leucadia Transaction, the parties owned the following percentage membership interests in NBP: | |
Leucadia | 78.95% |
USPB | 15.07% |
NBPCo | 5.33% |
TMK Holdings | 0.65% |
Basis_of_Presentation_and_Acco2
Basis of Presentation and Accounting Policies (Details Textuals) | 12 Months Ended |
Dec. 27, 2014 | |
Basis of Presentation and Accounting Policies Property, Plant, and Equipment Estimated useful life | |
Buildings and improvements | 15 to 25 years |
Machinery and equipment | 2 to 15 years |
Furniture and fixtures | 3 to 5 years |
Trailers and automotive equipment | 2 to 4 years |
Summary_of_cost_and_accumulate
Summary of cost and accumulated depreciation for property, plant, and equipment (Details) (USD $) | Dec. 27, 2014 | Dec. 28, 2013 |
In Thousands, unless otherwise specified | ||
Summary of cost and accumulated depreciation for property, plant, and equipment | ||
Land and improvements | $0 | $0 |
Building and improvements | 0 | 0 |
Machinery and equipment | 37 | 37 |
Furniture and fixtures | 126 | 126 |
Trailers and automotive equipment | 57 | 87 |
Construction in process | 0 | 0 |
Total property, plant, and equipment, at cost | 220 | 250 |
Accumulated depreciation | 215 | 244 |
Property, plant, and equipment, net | $5 | $6 |
Net_income_attributable_to_non
Net income attributable to non-controlling interest (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Class A Units [Member] | |||
Basic income (loss) per unit | |||
Income (loss) attributable to USPB available to unitholders (numerator) | ($904) | ($1,120) | $272 |
Weighted average outstanding units (denominator) | 735,385 | 735,385 | 735,385 |
Per unit amount | ($1.23) | ($1.52) | $0.37 |
Diluted income (loss) per unit: | |||
Income (loss) attributable to USPB available to unitholders (numerator) | -904 | -1,120 | 272 |
Weighted average outstanding | |||
Basic | 735,385 | 735,385 | 735,385 |
Effect of dilutive securities | 12,451 | ||
Weighted average outstanding units (denominator) | 735,385 | 735,385 | 747,836 |
Per unit amount | ($1.23) | ($1.52) | $0.36 |
Class B Units [Member] | |||
Basic income (loss) per unit | |||
Income (loss) attributable to USPB available to unitholders (numerator) | -8,135 | -10,076 | 2,452 |
Weighted average outstanding units (denominator) | 735,385 | 735,385 | 735,385 |
Per unit amount | ($10.77) | ($13.34) | $3.25 |
Diluted income (loss) per unit: | |||
Income (loss) attributable to USPB available to unitholders (numerator) | ($8,135) | ($10,076) | $2,452 |
Weighted average outstanding | |||
Basic | 735,385 | 735,385 | 735,385 |
Weighted average outstanding units (denominator) | 735,385 | 735,385 | 735,385 |
Per unit amount | ($10.77) | ($13.34) | $3.25 |
Long_Term_Debt_and_Loan_Agreem1
Long Term Debt and Loan Agreements Master Loan Agreement (Details Textuals) (USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | 29-May-14 | Dec. 27, 2014 |
Long Term Debt and Loan Agreements Master Loan Agreement | ||
Revolving Term Loan Supplement provide for revolving credit commitment | $5,000 | |
Reduction of line of credit | 10,000 | |
Available revolving credit commitment | $5,000 |
Long_Term_Debt_and_Loan_Agreem2
Long Term Debt and Loan Agreements Capital and Operating Leases (Details Textuals 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Long Term Debt and Loan Agreements Capital and Operating Leases | |||
Rent expense associated with operating leases | $100 | $100 | $100 |
Employee_Options_and_Benefit_P1
Employee Options and Benefit Plans (Details Textuals) (USD $) | Dec. 27, 2014 |
Phantom Class A units [Member] | |
Number of stock options issued to CEO | 20,000 |
Exercise price of shares converted into unit | $55 |
Phantom Class B units [Member] | |
Number of stock options issued to CEO | 20,000 |
Exercise price of shares converted into unit | $0 |
Phantom Class A units [Member] | |
Number of shares exercised by CEO | 20,000 |
Exercise price of shares exercised by CEO | $55 |
Phantom Class B units [Member] | |
Number of shares exercised by CEO | 20,000 |
Exercise price of shares exercised by CEO | $0 |
Stock Options [Member] | |
Number of shares issued to CEO | 20,000 |
Exercise price of shares issued | $55 |
Other_Income_Details_Textuals
Other Income (Details Textuals) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Other Income and Expenses Details | |||
Other non-operating income, net | $200 | $700 | $200 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Income tax expense includes the following | |||
Income tax expense | ($2) | ($3) | ($107) |
Capital_Shares_and_Equities_Cl
Capital Shares and Equities Class Units (Details) | Aug. 18, 2004 |
Capital Shares and Equities Class Units: | |
Class A units | 691,845 |
Class B units | 691,845 |
Capital_Shares_and_Equities_Li
Capital Shares and Equities (Limited liability company agreement) (Details) | Nov. 09, 2010 | Aug. 18, 2004 |
Limited liability company agreement | ||
Percentage of profits and losses to receive distributions of net cash flow on pro rata basis | 10.00% | 33.00% |
Percentage of profits and losses to receive distributions of net cash flow on pro rata basis | 90.00% | 67.00% |
Quarterly_Results_Unaudited_De
Quarterly Results (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 29, 2012 |
Quarterly Results Details | |||||||||||
Net sales | |||||||||||
Operating loss | -764 | -540 | -830 | -984 | -2,288 | -720 | -986 | -1,376 | -3,118 | -5,370 | -5,734 |
Net (Loss) Income Attributable to USPB | ($7,585) | $3,517 | $93 | ($5,064) | ($16,599) | $6,532 | $3,056 | ($4,185) | ($9,039) | ($11,196) | $2,724 |
Basic (Loss) Earnings Per | |||||||||||
Class A Per unit amount | ($1.03) | $0.48 | $0.01 | ($0.69) | ($2.26) | $0.89 | $0.42 | ($0.57) | |||
Class B Per unit amount | ($9.28) | $4.19 | $0.11 | ($6.03) | ($19.78) | $7.78 | $3.64 | ($4.98) | |||
Diluted (Loss) Earnings Per | |||||||||||
Class A | ($1.03) | $0.48 | $0.01 | ($0.69) | ($2.26) | $0.88 | $0.41 | ($0.57) | |||
Class B | ($9.28) | $4.19 | $0.11 | ($6.03) | ($19.78) | $7.78 | $3.64 | ($4.98) |