Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2019 | Apr. 27, 2019 | |
Entity Registrant Name | U. S. Premium Beef, LLC | |
Entity Central Index Key | 0001289237 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-28 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Emerging Growth | false | |
Entity Small Business | false | |
Class B Units [Member] | ||
Entity Common Stock, Shares Outstanding | 755,385 | |
Class A Units [Member] | ||
Entity Common Stock, Shares Outstanding | 735,385 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 29, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 47,308 | $ 88,411 |
Due from affiliates | 143 | 21 |
Other current assets | 28 | 27 |
Total current assets | 47,479 | 88,459 |
Property, plant, and equipment, at cost | 243 | 200 |
Less accumulated depreciation | 188 | 183 |
Net property, plant, and equipment | 55 | 17 |
Right of use assets, net | 256 | 0 |
Investment in National Beef Packing Company, LLC | 155,124 | 143,361 |
Other assets | 43 | 69 |
Total assets | 202,957 | 231,906 |
Current liabilities: | ||
Accounts payable - trade | 126 | 12 |
Due to affiliates | 21 | 44 |
Accrued compensation and benefits | 1,452 | 2,158 |
Lease obligations | 47 | 0 |
Other accrued expenses and liabilities | 706 | 515 |
Distributions payable | 2,992 | 5,687 |
Total current liabilities | 5,344 | 8,416 |
Long-term liabilities: | ||
Lease obligations | 209 | 0 |
Other liabilities | 3,856 | 3,734 |
Total long-term liabilities | 4,065 | 3,734 |
Total liabilities | 9,409 | 12,150 |
Capital shares and equities: | ||
Members' capital, 735,385 Class A units and 755,385 Class B units authorized, issued and outstanding | 193,548 | 219,756 |
Total capital shares and equities | 193,548 | 219,756 |
Total liabilities and capital shares and equities | $ 202,957 | $ 231,906 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - shares | Mar. 30, 2019 | Dec. 29, 2018 |
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 |
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 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Net sales | $ 0 | $ 0 |
Costs and expenses: | ||
Cost of sales | 0 | 0 |
Selling, general, and administrative expenses | 1,804 | 1,443 |
Depreciation and amortization | 5 | 2 |
Total costs and expenses | 1,809 | 1,445 |
Operating loss | (1,809) | (1,445) |
Other income (expense): | ||
Interest income | 384 | 193 |
Interest expense | (11) | (3) |
Equity in net income of National Beef Packing Company, LLC | 11,762 | 10,346 |
Other, net | 212 | 110 |
Total other income | 12,347 | 10,646 |
Comprehensive income | $ 10,538 | $ 9,201 |
Class A Units [Member] | ||
Earnings per unit: | ||
Basic and diluted | $ 1.43 | $ 1.25 |
Outstanding weighted-average Class A and Class B units: | ||
Basic and diluted | 735,385 | 735,385 |
Class B Units [Member] | ||
Earnings per unit: | ||
Basic and diluted | $ 12.56 | $ 10.96 |
Outstanding weighted-average Class A and Class B units: | ||
Basic and diluted | 755,385 | 755,385 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Comprehensive income | $ 10,538 | $ 9,201 |
Adjustments to reconcile comprehensive income to net cash used in operating activities: | ||
Depreciation and amortization | 5 | 2 |
Equity in net income of National Beef Packing Company, LLC | (11,762) | (10,346) |
Changes in assets and liabilities: | ||
Due from affiliates | (122) | 62 |
Other assets | 24 | 50 |
Accounts payable | 114 | (46) |
Due to affiliates | (23) | (363) |
Accrued compensation and benefits | (584) | (928) |
Other accrued expenses and liabilities | 191 | 225 |
Net cash used in operating activities | (1,619) | (2,143) |
Cash flows from investing activities: | ||
Capital expenditures | (43) | 0 |
Net cash used in investing activities | (43) | 0 |
Cash flows from financing activities: | ||
Member distributions | (39,441) | (48,984) |
Net cash used in financing activities | (39,441) | (48,984) |
Net decrease in cash | (41,103) | (51,127) |
Cash and cash equivalents at beginning of the period | 88,411 | 119,074 |
Cash and cash equivalents at end of the period | 47,308 | 67,947 |
Supplemental noncash disclosures of operating activities: | ||
Right of use assets | 256 | 0 |
Supplemental noncash disclosures of financing activities: | ||
Member distributions | $ 3,003 | $ 0 |
1. Interim Financial Statements
1. Interim Financial Statements | 3 Months Ended |
Mar. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Interim Financial Statements | (1) Interim Financial Statements Basis of Presentation The accompanying unaudited Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), for interim financial information; therefore, they do not include all of the information and footnotes required by 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 29, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year. USPB’s 15.0729% 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. |
2. Accounting Policies
2. Accounting Policies | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting Policies | (2) Accounting Policies Accounting for Investment in NBP. Accounting for Leases. Upon review of its lease arrangements, USPB determined that its two office leases were subject to the new leasing standard. The Kansas City, MO office lease has a remaining term of approximately 6 years (assuming the final 3-year renewal is exercised) and the Dodge City, KS office has a remaining term of approximately 1.5 years. Neither lease agreement provides for renewals beyond the remaining terms. The monthly lease payment for the Kansas City office is $3,790, subject to annual Consumer Price Index adjustments, which are capped at 3% per year. The monthly lease payment for the Dodge City office is $1,018, which is not subject to adjustment. Both offices are used for general office use only. As of March 30, 2019, the present value of the remaining operating lease payments for the offices equaled $255,861 and USPB’s balance sheet reflected Right of Use Assets and Lease Liabilities equal to that amount. The discount rate used to compute the present value was USPB’s incremental borrowing rate. USPB elected the package of practical expedients permitted under the transition guidance, which allows us to accept: 1) the original determination of whether a contract contained a lease, 2) a subsequent review of existing contracts is not necessary, and 3) USPB does not have to reassess the initial direct costs assigned to leases under previous leasing guidance. The new guidance did not have a material impact on our financial statements. |
3. Members' Capital
3. Members' Capital | 3 Months Ended |
Mar. 30, 2019 | |
Members' Equity [Abstract] | |
Members' Capital | The following table represents a reconciliation of Members’ Capital for the thirteen week period ended March 30, 2019 (thousands of dollars). Balance at December 29, 2018 $ 219,756 Allocation of comprehensive income for the thirteen week period ended March 30, 2019 10,538 Member distributions (36,746 ) Balance at March 30, 2019 $ 193,548 |
4. Earnings Per Unit
4. Earnings Per Unit | 3 Months Ended |
Mar. 30, 2019 | |
Earnings per unit: | |
Earnings Per Unit | (4) 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 comprehensive income or comprehensive loss to Class A units and the remainder is allocated to Class B units. For the thirteen week periods ended March 30, 2019 and March 31, 2018, 10% of USPB’s comprehensive income allocated to the Class A’s and 90% to the Class B’s. The comprehensive income allocated to the Class A and Class B units were 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 to the extent that any outstanding dilutive Class A or Class B units were exercised. There are no potentially dilutive Class A or Class B units outstanding. Comprehensive Income Per Unit Calculation 13 weeks ended (thousands of dollars, except unit and per unit data) March 30, 2019 March 31, 2018 Basic and diluted earnings per unit: Comprehensive income attributable to USPB available to unitholders (numerator) Class A $ 1,054 $ 920 Class B $ 9,484 $ 8,281 Weighted average outstanding units (denominator) Class A 735,385 735,385 Class B 755,385 755,385 Per unit amount Class A $ 1.43 $ 1.25 Class B $ 12.56 $ 10.96 |
5. Investment in National Beef
5. Investment in National Beef Packing Company, LLC | 3 Months Ended |
Mar. 30, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Investment in National Beef Packing Company, LLC | (5) Investment in National Beef Packing Company, LLC 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. Below is a summary of the results of operations for NBP for the thirteen week periods ended March 30, 2019 and March 31, 2018 (thousands of dollars): 13 weeks ended March 30, 2019 March 31, 2018 (unaudited) (unaudited) Net sales $ 1,827,072 $ 1,781,919 Costs and expenses: Cost of sales 1,701,400 1,670,774 Selling, general, and administrative expenses 16,970 14,692 Depreciation and amortization 27,896 25,519 Total costs and expenses 1,746,266 1,710,985 Operating income 80,806 70,934 Other income (expense): Interest income 119 67 Interest expense (2,555 ) (2,108 ) Income before taxes 78,370 68,893 Income tax expense (334 ) (254 ) Net income $ 78,036 $ 68,639 NBP's net income attributable to USPB $ 11,762 $ 10,346 |
6. Subsequent Events
6. Subsequent Events | 3 Months Ended |
Mar. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (6) Subsequent Events USPB is not currently involved in any litigation. See PART II. Item 1. for information concerning other legal proceedings filed subsequent to March 30, 2019. USPB evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through May 8, 2019, the date the financial statements were available for issuance. |
2. Accounting Policies (Policie
2. Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Policies [Abstract] | |
Accounting for Investment in NBP | Accounting for Investment in NBP. |
Accounting for Leases | Accounting for Leases. Upon review of its lease arrangements, USPB determined that its two office leases were subject to the new leasing standard. The Kansas City, MO office lease has a remaining term of approximately 6 years (assuming the final 3-year renewal is exercised) and the Dodge City, KS office has a remaining term of approximately 1.5 years. Neither lease agreement provides for renewals beyond the remaining terms. The monthly lease payment for the Kansas City office is $3,790, subject to annual Consumer Price Index adjustments, which are capped at 3% per year. The monthly lease payment for the Dodge City office is $1,018, which is not subject to adjustment. Both offices are used for general office use only. As of March 30, 2019, the present value of the remaining operating lease payments for the offices equaled $255,861 and USPB’s balance sheet reflected Right of Use Assets and Lease Liabilities equal to that amount. The discount rate used to compute the present value was USPB’s incremental borrowing rate. USPB elected the package of practical expedients permitted under the transition guidance, which allows us to accept: 1) the original determination of whether a contract contained a lease, 2) a subsequent review of existing contracts is not necessary, and 3) USPB does not have to reassess the initial direct costs assigned to leases under previous leasing guidance. The new guidance did not have a material impact on our financial statements. |
3. Members' Capital (Tables)
3. Members' Capital (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Members' Equity [Abstract] | |
Schedule of Reconciliation of Members' Capital | Balance at December 29, 2018 $ 219,756 Allocation of comprehensive income for the thirteen week period ended March 30, 2019 10,538 Member distributions (36,746 ) Balance at March 30, 2019 $ 193,548 |
4. Earnings Per Unit (Tables)
4. Earnings Per Unit (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Limited Liability Company (LLC) Members' Equity [Abstract] | |
Schedule of Income (Loss) Per Unit Calculation | Comprehensive Income Per Unit Calculation 13 weeks ended (thousands of dollars, except unit and per unit data) March 30, 2019 March 31, 2018 Basic and diluted earnings per unit: Comprehensive income attributable to USPB available to unitholders (numerator) Class A $ 1,054 $ 920 Class B $ 9,484 $ 8,281 Weighted average outstanding units (denominator) Class A 735,385 735,385 Class B 755,385 755,385 Per unit amount Class A $ 1.43 $ 1.25 Class B $ 12.56 $ 10.96 |
5. Investment in National Bee_2
5. Investment in National Beef Packing Company, LLC (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Investments in and Advances to Affiliates, Schedule of Investments [Abstract] | |
Schedule of Operations for NBP | 13 weeks ended March 30, 2019 March 31, 2018 (unaudited) (unaudited) Net sales $ 1,827,072 $ 1,781,919 Costs and expenses: Cost of sales 1,701,400 1,670,774 Selling, general, and administrative expenses 16,970 14,692 Depreciation and amortization 27,896 25,519 Total costs and expenses 1,746,266 1,710,985 Operating income 80,806 70,934 Other income (expense): Interest income 119 67 Interest expense (2,555 ) (2,108 ) Income before taxes 78,370 68,893 Income tax expense (334 ) (254 ) Net income $ 78,036 $ 68,639 NBP's net income attributable to USPB $ 11,762 $ 10,346 |
1. Interim Financial Statemen_2
1. Interim Financial Statements (Details Narrative) | Mar. 30, 2019 |
Quarterly Financial Information Disclosure [Abstract] | |
Remaining membership interests in National Beef Packing Company, LLC (NBP) | 15.0729% |
2. Accounting Policies (Details
2. Accounting Policies (Details Narrative) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Present value of operating lease payments | $ 255,861 |
Kansas City, MO Office Lease [Member] | |
Remaining term of lease | 6 years |
Lease periodic term | monthly |
Lease periodic payment | $ 3,790 |
Dodge City, KS Office Lease [Member] | |
Remaining term of lease | 1 year 6 months |
Lease periodic term | monthly |
Lease periodic payment | $ 1,018 |
3. Members' Capital (Details)
3. Members' Capital (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Members' Equity [Abstract] | |
Beginning balance | $ 219,756 |
Allocation of comprehensive income | 10,538 |
Member distributions | (36,746) |
Ending balance | $ 193,548 |
4. Earnings Per Unit (Details)
4. Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Basic and diluted earnings per unit | ||
Comprehensive income attributable to USPB unitholders (numerator) | $ 10,538 | |
Class A Units [Member] | ||
Basic and diluted earnings per unit | ||
Comprehensive income attributable to USPB unitholders (numerator) | $ 1,054 | $ 920 |
Weighted average outstanding units (denominator) | 735,385 | 735,385 |
Per unit amount | $ 1.43 | $ 1.25 |
Class B Units [Member] | ||
Basic and diluted earnings per unit | ||
Comprehensive income attributable to USPB unitholders (numerator) | $ 9,484 | $ 8,281 |
Weighted average outstanding units (denominator) | 755,385 | 755,385 |
Per unit amount | $ 12.56 | $ 10.96 |
4. Earnings Per Unit (Details N
4. Earnings Per Unit (Details Narrative) | 3 Months Ended |
Mar. 30, 2019 | |
Class A Units [Member] | |
Class of Stock [Line Items] | |
Ownership percentage | 10.00% |
Class B Units [Member] | |
Class of Stock [Line Items] | |
Ownership percentage | 90.00% |
5. Investment in National Bee_3
5. Investment in National Beef Packing Company, LLC (Details) - National Beef Packing Company, LLC [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Investment in National Beef Packing | ||
Net sales | $ 1,827,072 | $ 1,781,919 |
Costs and expenses: | ||
Cost of sales | 1,701,400 | 1,670,774 |
Selling, general, and administrative expenses | 16,970 | 14,692 |
Depreciation and amortization | 27,896 | 25,519 |
Total costs and expenses | 1,746,266 | 1,710,985 |
Operating income | 80,806 | 70,934 |
Other income (expense): | ||
Interest income | 119 | 67 |
Interest expense | (2,555) | (2,108) |
Income before taxes | 78,370 | 68,893 |
Income tax expense | (334) | (254) |
Net income | 78,036 | 68,639 |
NBP's net income attributable to USPB | $ 11,762 | $ 10,346 |