U. S. Premium Beef (USPB) 10-Q 6 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 27, 2021	Apr. 24, 2021
Entity Registrant Name	U. S. Premium Beef, LLC
Entity Central Index Key	0001289237
Document Type	10-Q
Document Period End Date	Mar. 27, 2021
Amendment Flag	false
Current Fiscal Year End Date	--12-25
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Emerging Growth	false
Entity Small Business	false
Entity Shell Company	false
Entity Interactive Data Current	Yes
Entity File Number	333-115164
Entity Incorporation, State Country Code	DE
Class A Units [Member]
Entity Common Stock, Shares Outstanding		735,385
Class B Units [Member]
Entity Common Stock, Shares Outstanding		755,385

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 27, 2021	Dec. 26, 2020
Current assets:
Cash and cash equivalents	$ 51,218	$ 76,769
Accounts receivable	331	317
Due from affiliates	112	55
Other current assets	21	29
Total current assets	51,682	77,170
Property, plant, and equipment, at cost	243	243
Less accumulated depreciation	213	210
Net property, plant, and equipment	30	33
Right of use assets, net	206	219
Investment in National Beef Packing Company, LLC	146,651	131,494
Other assets	2	12
Total assets	198,571	208,928
Current liabilities:
Accounts payable - trade	9	17
Due to affiliates	150	5
Accrued compensation and benefits	1,068	2,243
Lease obligations	52	51
Other accrued expenses and liabilities	2,242	581
Total current liabilities	3,521	2,897
Long-term liabilities:
Lease obligations	154	168
Other liabilities	5,988	5,621
Total long-term liabilities	6,142	5,789
Total liabilities	9,663	8,686
Commitments and contingencies
Members' capital
Members' contributed capital, 735,385 Class A units and 755,385 Class B units authorized, issued and outstanding	188,908	200,242
Total members' capital	188,908	200,242
Total liabilities and members' capital	$ 198,571	$ 208,928

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - shares	Mar. 27, 2021	Dec. 26, 2020
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

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Net sales	$ 0	$ 0
Costs and expenses:
Cost of sales	0	0
Selling, general, and administrative expenses	1,485	1,126
Depreciation and amortization	3	4
Total costs and expenses	1,488	1,130
Operating loss	(1,488)	(1,130)
Other income :
Interest income	2	150
Interest expense	0	(2)
Equity in income of National Beef Packing Company, LLC	36,559	13,099
Other, net	56	59
Total other income	36,617	13,306
Net income	$ 35,129	$ 12,176
Class A Units [Member]
Income per unit:
Basic and diluted	$ 4.78	$ 1.66
Outstanding weighted-average Class A and Class B units:
Basic and diluted	735,385	735,385
Class B Units [Member]
Income per unit:
Basic and diluted	$ 41.85	$ 14.51
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. 27, 2021	Mar. 28, 2020
Cash flows from operating activities:
Net income	$ 35,129	$ 12,176
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3	4
Equity in net income of National Beef Packing Company, LLC	(36,559)	(13,099)
Distributions from National Beef Packing Company, LLC	21,402	0
Changes in assets and liabilities:
Accounts Receivable	(14)	0
Due from affiliates	(57)	(116)
Other assets	18	(180)
Accounts payable	(8)	(3)
Due to affiliates	145	137
Accrued compensation and benefits	(808)	(1,198)
Other accrued expenses and liabilities	1,661	(798)
Net cash provided by investing activities	20,912	(3,077)
Cash flows from investing activities:
Capital expenditures, including interest capitalized	0	(6)
Net cash used in investing activities	0	(6)
Cash flows from financing activities:
Member distributions	(46,463)	(44)
Net cash used in financing activities	(46,463)	(44)
Net decrease in cash	(25,551)	(3,127)
Cash and cash equivalents at beginning of period	76,769	77,909
Cash and cash equivalents at end of period	$ 51,218	$ 74,782

1. Interim Financial Statements

1. Interim Financial Statements	3 Months Ended
	Mar. 27, 2021
Accounting Policies [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 26, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

2. Accounting Policies

2. Accounting Policies	3 Months Ended
	Mar. 27, 2021
Accounting Policies [Abstract]
Accounting Policies	(2) Accounting Policies Accounting for Investment in NBP. 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, which is other than temporary. Such potential decreases in value, if deemed other than temporary, will cause the Company to record an impairment charge, which may have an impact on the trading values of USPB’s Class A and Class B units. However, NBP’s plants are all operational at the present time; it has been designated as an essential business during the COVID-19 pandemic; and its results of operations are highly profitable, as reflected in Note 6. As a result, we believe the fair value of our investment in NBP exceeds the carrying value. Cash and Cash Equivalents. Accrued Expenses

3. Noncompetition Agreements

3. Noncompetition Agreements	3 Months Ended
	Mar. 27, 2021
Compensation Related Costs [Abstract]
Noncompetition Agreements	(3) Noncompetition Agreements The former CEO’s employment agreement provided for him to receive noncompetition payments in connection with the Leucadia Transaction. He will receive noncompetition payments of approximately $637,000 during the balance of fiscal year 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 March 27, 2021 and December 26, 2020, the Company had accrued $1.0 million and $1.2 million, respectively, for the noncompetition agreements. The current and long-term portion of the accrued amount is included in Accrued compensation and benefits and Other liabilities, respectively, on the balance sheet. The table below summarizes the current and long-term portions of the accrued non-compete amounts: March 27, 2021 December 26, 2020 (thousands of dollars) Current non-compete $ 637 $ 849 Long-term non-compete 314 308 $ 951 $ 1,157

4. Employee Compensation Plans

4. Employee Compensation Plans	3 Months Ended
	Mar. 27, 2021
Retirement Benefits [Abstract]
Employee Compensation Plans	(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 March 27, 2021 and December 26, 2020, the Company had accrued $5.8 million and $5.3 million, respectively, for the management phantom awards. The accrued amounts are included in Accrued compensation and benefits and Other liabilities on the balance sheet. USPB provides its employees the opportunity to earn cash incentives and bonuses. As of March 27, 2021 and December 26, 2020, the Company had accrued $0.3 million and $1.4 million, respectively, for the cash incentive and bonus plans. The accrued amounts are included in Accrued compensation and benefits on the balance sheet.

5. Earnings Per Unit

5. Earnings Per Unit	3 Months Ended
	Mar. 27, 2021
Earnings Per Share [Abstract]
Schedule of Income (Loss) Per Unit Calculation	(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 the remainder is allocated to Class B units. For the thirteen-week periods ended March 27, 2021 and March 28, 2020, 10% of USPB’s net income was allocated to the Class A’s and 90% to the Class B’s. The net 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. Income Per Unit Calculation 13 weeks ended (thousands of dollars, except unit and per unit data) March 27, 2021 March 28, 2020 (unaudited) (unaudited) Basic and diluted earnings per unit: Income attributable to USPB available to unitholders (numerator) Class A $ 3,513 $ 1,218 Class B $ 31,616 $ 10,958 Weighted average outstanding units (denominator) Class A 735,385 735,385 Class B 755,385 755,385 Per unit amount Class A $ 4.78 $ 1.66 Class B $ 41.85 $ 14.51

6. Investment in National Beef

6. Investment in National Beef Packing Company, LLC	3 Months Ended
	Mar. 27, 2021
Equity Method Investments and Joint Ventures [Abstract]
Investment in National Beef Packing Company, LLC	(6) Investment in National Beef Packing Company, LLC 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. The table below summarizes the changes to USPB’s investment in NBP for the thirteen-week periods ended March 27, 2021 and March 28, 2020 (thousands of dollars): Beginning Investment at December 26, 2020 $ 131,494 Equity in net income for 13-week period 36,559 Distributions (21,402 ) Ending Investment at March 27, 2021 $ 146,651 Beginning Investment at December 28, 2019 $ 131,786 Equity in net income for 13-week period 13,099 Ending Investment at March 28, 2020 $ 144,886 Below is a summary of the results of operations for NBP for the thirteen-week periods ended March 27, 2021 and March 28, 2020 (thousands of dollars): 13 weeks ended March 27, 2021 March 28, 2020 (unaudited) (unaudited) Net sales $ 2,315,615 $ 2,185,349 Costs and expenses: Cost of sales 2,023,555 2,048,619 Selling, general, and administrative expenses 18,865 18,374 Depreciation and amortization 27,669 26,529 Total costs and expenses 2,070,089 2,093,522 Operating income 245,526 91,827 Other income (expense): Interest income 87 82 Interest expense (2,400 ) (4,248 ) Income before taxes 243,213 87,661 Income tax expense (665 ) (754 ) Net income $ 242,548 $ 86,907 NBP's net income attributable to USPB $ 36,559 $ 13,099

7. Income Taxes

7. Income Taxes	3 Months Ended
	Mar. 27, 2021
Income Tax Disclosure [Abstract]
Income Taxes	(7) Income Taxes Effective August 29, 2004, the Company converted to an LLC, and under this structure, taxes are not assessed at the Company level as the results of operations are included in the taxable income of the individual members. Although income taxes are assessed to the individual members, USPB is required to withhold state income taxes from the cash distributions it makes to it members. As of March 27, 2021, Other accrued expenses and liabilities on the Company’s balance sheet reflected state taxes payable of $2.0 million.

8. Long-term Debt and Loan Agre

8. Long-term Debt and Loan Agreements	3 Months Ended
	Mar. 27, 2021
Debt Disclosure [Abstract]
Long-term Debt and Loan Agreements	(8) Long-term Debt and Loan Agreements On July 13, 2020, USPB, and CoBank, ACB (“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 provide for a $1.0 million Revolving Term Commitment. That 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 March 27, 2021. The Promissory Note defines Interest as equal to the One-Month LIBOR Index Rate or if LIBOR quotes are no longer available, CoBank will replace the LIBOR Index Rate with a replacement benchmark rate. The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB’s Membership Interests in, and Distributions from, National Beef Packing Company, LLC.

9. Members' Capital

9. Members' Capital	3 Months Ended
	Mar. 27, 2021
Members' Equity [Abstract]
Members' Capital	(9) Members’ Capital The following table represents a reconciliation of Members’ Capital for the thirteen-week periods ended March 27, 2021 and March 28, 2020 (unaudited) (thousands of dollars). Balance at December 26, 2020 $ 200,242 Allocation of net income for the thirteen-week period ended March 27, 2021 35,129 Member distributions Class A ($6.32 per Class A unit) 4,646 Class B ($55.36 per Class B unit) 41,817 Balance at March 27, 2021 $ 188,908 Balance at December 28, 2019 $ 202,837 Allocation of net income for the thirteen-week period ended March 28, 2020 12,176 Balance at March 28, 2020 $ 215,013

10. Legal Proceedings

10. Legal Proceedings	3 Months Ended
	Mar. 27, 2021
Commitments and Contingencies Disclosure [Abstract]
Legal Proceedings	(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. NBP is a defendant in four 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 (the “Antitrust Cases”). The Antitrust Cases are entitled In re Cattle Antitrust Litigation Peterson et al. v. JBS USA Food Company Holdings, et al In re DPP Beef Litigation, Erbert & Gerbert’s, Inc. v. JBS USA Food Company Holdings, et al. Thornton v. Tyson Foods, Inc., et al. Lucero v. Tyson Foods, et al In addition to the antitrust litigation, NBP is subject to investigations by the United States Department of Justice and approximately 30 state attorneys general regarding industry cattle procurement practices. NBP is cooperating with these investigations and is working with the Department of Justice 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 party to various other lawsuits and claims arising out of the operation of its business. Management believes the ultimate resolution of such matters should not have a material adverse effect on NPB’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.

11. Subsequent Events

11. Subsequent Events	3 Months Ended
	Mar. 27, 2021
Subsequent Events [Abstract]
Subsequent Events	(11) Subsequent Events USPB has evaluated subsequent events through the date the financial statements were issued and determined there were no such events to report.

2. Accounting Policies (Policie

2. Accounting Policies (Policies)	3 Months Ended
	Mar. 27, 2021
Accounting Policies [Abstract]
Accounting for Investment in NBP	Accounting for Investment in NBP. 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, which is other than temporary. Such potential decreases in value, if deemed other than temporary, will cause the Company to record an impairment charge, which may have an impact on the trading values of USPB’s Class A and Class B units. However, NBP’s plants are all operational at the present time; it has been designated as an essential business during the COVID-19 pandemic; and its results of operations are highly profitable, as reflected in Note 6. As a result, we believe the fair value of our investment in NBP exceeds the carrying value.
Cash and Cash Equivalents	Cash and Cash Equivalents.
Accrued Expenses	Accrued Expenses

3. Noncompetition Agreements (T

3. Noncompetition Agreements (Tables)	3 Months Ended
	Mar. 27, 2021
Compensation Related Costs [Abstract]
Schedule of non-compete amounts	March 27, 2021 December 26, 2020 (thousands of dollars) Current non-compete $ 637 $ 849 Long-term non-compete 314 308 $ 951 $ 1,157

5. Earnings Per Unit (Tables)

5. Earnings Per Unit (Tables)	3 Months Ended
	Mar. 27, 2021
Earnings Per Share [Abstract]
Reconciliation of earnings per unit	Income Per Unit Calculation 13 weeks ended (thousands of dollars, except unit and per unit data) March 27, 2021 March 28, 2020 (unaudited) (unaudited) Basic and diluted earnings per unit: Income attributable to USPB available to unitholders (numerator) Class A $ 3,513 $ 1,218 Class B $ 31,616 $ 10,958 Weighted average outstanding units (denominator) Class A 735,385 735,385 Class B 755,385 755,385 Per unit amount Class A $ 4.78 $ 1.66 Class B $ 41.85 $ 14.51

6. Investment in National Bee_2

6. Investment in National Beef Packing Company, LLC (Tables)	3 Months Ended
	Mar. 27, 2021
Equity Method Investments and Joint Ventures [Abstract]
Investment roll forward	Beginning Investment at December 26, 2020 $ 131,494 Equity in net income for 13-week period 36,559 Distributions (21,402 ) Ending Investment at March 27, 2021 $ 146,651 Beginning Investment at December 28, 2019 $ 131,786 Equity in net income for 13-week period 13,099 Ending Investment at March 28, 2020 $ 144,886
Schedule of Operations for NBP	13 weeks ended March 27, 2021 March 28, 2020 (unaudited) (unaudited) Net sales $ 2,315,615 $ 2,185,349 Costs and expenses: Cost of sales 2,023,555 2,048,619 Selling, general, and administrative expenses 18,865 18,374 Depreciation and amortization 27,669 26,529 Total costs and expenses 2,070,089 2,093,522 Operating income 245,526 91,827 Other income (expense): Interest income 87 82 Interest expense (2,400 ) (4,248 ) Income before taxes 243,213 87,661 Income tax expense (665 ) (754 ) Net income $ 242,548 $ 86,907 NBP's net income attributable to USPB $ 36,559 $ 13,099

9. Members' Capital (Tables)

9. Members' Capital (Tables)	3 Months Ended
	Mar. 27, 2021
Members' Equity [Abstract]
Schedule of Reconciliation of Members' Capital	Balance at December 26, 2020 $ 200,242 Allocation of net income for the thirteen-week period ended March 27, 2021 35,129 Member distributions Class A ($6.32 per Class A unit) 4,646 Class B ($55.36 per Class B unit) 41,817 Balance at March 27, 2021 $ 188,908 Balance at December 28, 2019 $ 202,837 Allocation of net income for the thirteen-week period ended March 28, 2020 12,176 Balance at March 28, 2020 $ 215,013

2. Accounting Policies (Details

2. Accounting Policies (Details Narrative) - USD ($) $ in Thousands	Mar. 27, 2021	Dec. 26, 2020	Mar. 28, 2020	Dec. 28, 2019
Cash and cash equivalents	$ 51,218	$ 76,769	$ 74,782	$ 77,909
Accrued professional fees	$ 200
National Beef Packing Company, LLC [Member]
Equity investment ownership percentage	15.0729%

3. Noncompetition Agreements (D

3. Noncompetition Agreements (Details) - USD ($) $ in Thousands	Mar. 27, 2021	Dec. 26, 2020
Compensation Related Costs [Abstract]
Current non-compete	$ 637	$ 849
Long-term non-compete	314	308
Total non-compete	$ 951	$ 1,157

3. Noncompetition Agreements _2

3. Noncompetition Agreements (Details Narrative) - USD ($) $ in Thousands	Mar. 27, 2021	Dec. 26, 2020
Compensation Related Costs [Abstract]
Noncompetition payment payable year one	$ 637
Accrued Noncompetition Payments	$ 1,000	$ 1,200

4. Employee Options and Benefit

4. Employee Options and Benefit Plans (Details Narrative) - USD ($) $ in Thousands	Mar. 27, 2021	Dec. 26, 2020
Accrued compensation and benefits	$ 1,068	$ 2,243
Management Phantom Unit Plan [Member]
Accrued liabilities	5,800	5,300
Cash Incentive And Bonus Plans [Member]
Accrued compensation and benefits	$ 300	$ 1,400

5. Earnings Per Unit (Details)

5. Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Basic and diluted earnings per unit:
Income attributable to USPB available to unitholders (numerator)	$ 35,129	$ 12,176
Class A Units [Member]
Basic and diluted earnings per unit:
Income attributable to USPB available to unitholders (numerator)	$ 3,513	$ 1,218
Weighted average outstanding units (denominator)	735,385	735,385
Per unit amount	$ 4.78	$ 1.66
Class B Units [Member]
Basic and diluted earnings per unit:
Income attributable to USPB available to unitholders (numerator)	$ 31,616	$ 10,958
Weighted average outstanding units (denominator)	755,385	755,385
Per unit amount	$ 41.85	$ 14.51

6. Investment in National Bee_3

6. Investment in National Beef Packing Company (Details - Investment rollforward) - USD ($) $ in Thousands	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Equity Method Investments and Joint Ventures [Abstract]
Beginning Investment Balance	$ 131,494	$ 131,786
Equity in net income	36,559	13,099
Distributions	(21,402)	0
Ending Investment Balance	$ 146,651	$ 144,886

6. Investment in National Bee_4

6. Investment in National Beef Packing Company (Details - Summary of operations) - USD ($) $ in Thousands	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Other income (expense):
NBP's net income attributable to USPB	$ 36,559	$ 13,099
National Beef Packing Company, LLC [Member]
Investment in National Beef Packing
Net sales	2,315,615	2,185,349
Costs and expenses:
Cost of sales	2,023,555	2,048,619
Selling, general, and administrative expenses	18,865	18,374
Depreciation and amortization	27,669	26,529
Total costs and expenses	2,070,089	2,093,522
Operating income	245,526	91,827
Other income (expense):
Interest income	87	82
Interest expense	(2,400)	(4,248)
Income before taxes	243,213	87,661
Income tax expense	(665)	(754)
Net income	242,548	86,907
NBP's net income attributable to USPB	$ 36,559	$ 13,099

7. Income Taxes (Details Narrat

7. Income Taxes (Details Narrative) $ in Millions	Mar. 27, 2021USD ($)
Income Tax Disclosure [Abstract]
State income tax payable	$ 2

8. Long-Term Debt and Loan Ag_2

8. Long-Term Debt and Loan Agreements (Details Narrative) - Revolving Credit Facility [Member] - CoBank [Member] $ in Thousands	3 Months Ended
	Mar. 27, 2021USD ($)
Credit line maximum borrowing capacity	$ 1,000
Credit line, remaining borrowing capacity	$ 1,000
Credit line expiration date	Jun. 30, 2025

9. Members' Capital (Details)

9. Members' Capital (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 27, 2021	Mar. 28, 2020
Beginning balance	$ 200,242	$ 202,837
Allocation of net income	35,129	12,176
Ending balance	188,908	215,013
Class A Units [Member]
Allocation of net income	3,513	1,218
Member distributions	4,646
Class B Units [Member]
Allocation of net income	31,616	$ 10,958
Member distributions	$ 41,817