Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| ☒ | | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the quarterly period ended September 28, 2024 |
| or |
| ☐ | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to . |
| |
Commission file number 333-115164
U. S. PREMIUM BEEF, LLC
(Exact name of registrant as specified in its charter)
| DELAWARE | | 20-1576986 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
12200 North Ambassador Drive
Kansas City, MO 64163
(Address of principal executive offices)
Telephone: (866) 877-2525
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and ‘emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Small Reporting Company ☒ Emerging Growth Company ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant’s units are not traded on an exchange or in any public market. As of October 26, 2024, there were 735,385 Class A units and 755,385 Class B units outstanding.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Unless the context indicates or otherwise requires, the terms “USPB”, “the Company”, “we”, “our”, and “us” refer to U.S. Premium Beef, LLC. As used in this report, the terms “NBP” and “National Beef” refer to National Beef Packing Company, LLC, a Delaware limited liability company.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
U.S. PREMIUM BEEF, LLC
Balance Sheets
(thousands of dollars, except unit information)
| | | | | | | | | |
| Assets | | September 28, 2024 | | | December 30, 2023 | |
| | | (unaudited) | | | | |
| Current assets: | | | | | | | | |
| Cash and cash equivalents | | $ | 38,842 | | | $ | 58,481 | |
| Certificate of Deposit | | | 30,000 | | | | 20,000 | |
| Accrued interest receivable | | | 266 | | | | 37 | |
| Due from affiliates | | | 242 | | | | 283 | |
| Other current assets | | | 978 | | | | 1,675 | |
| Total current assets | | | 70,328 | | | | 80,476 | |
| Property, plant, and equipment, at cost | | | 274 | | | | 274 | |
| Less accumulated depreciation | | | 241 | | | | 231 | |
| Net property, plant, and equipment | | | 33 | | | | 43 | |
| Right of use assets, net | | | 242 | | | | 283 | |
| Investment in National Beef Packing Company, LLC | | | 169,867 | | | | 162,597 | |
| Other assets | | | 1 | | | | 2 | |
| Total assets | | $ | 240,471 | | | $ | 243,401 | |
| Liabilities and Members' Capital | | | | | | | | |
| Current liabilities: | | | | | | | | |
| Accounts payable - trade | | $ | 7 | | | $ | 28 | |
| Due to affiliates | | | 39 | | | | 48 | |
| Accrued compensation and benefits | | | 2,062 | | | | 3,225 | |
| Lease obligations | | | 60 | | | | 56 | |
| Other accrued expenses and liabilities | | | 324 | | | | 390 | |
| Distributions payable | | | 153 | | | | – | |
| Total current liabilities | | | 2,645 | | | | 3,747 | |
| Long-term liabilities: | | | | | | | | |
| Lease obligations | | | 182 | | | | 228 | |
| Other liabilities | | | 7,379 | | | | 7,293 | |
| Total long-term liabilities | | | 7,561 | | | | 7,521 | |
| Total liabilities | | | 10,206 | | | | 11,268 | |
| | | | | | | | | |
| Commitments and contingencies | | | – | | | | – | |
| | | | | | | | | |
| Members' capital | | | | | | | | |
| Members' contributed capital, 735,385 Class A units and 755,385 Class B units authorized, issued and outstanding | | | 230,265 | | | | 232,133 | |
| Total members' capital | | | 230,265 | | | | 232,133 | |
| Total liabilities and members' capital | | $ | 240,471 | | | $ | 243,401 | |
See accompanying notes to financial statements.
U.S. PREMIUM BEEF, LLC
Statements of Operations
(thousands of dollars, except unit and per unit data)
| | | | | | | | | | | | | | | | | |
| | | 13 weeks ended | | | 14 weeks ended | | | 39 weeks ended | |
| | | September 28, 2024 | | | September 30, 2023 | | | September 28, 2024 | | | September 30, 2023 | |
| | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | |
| Net sales | | $ | – | | | $ | – | | | $ | – | | | $ | – | |
| Costs and expenses: | | | | | | | | | | | | | | | | |
| Cost of sales | | | – | | | | – | | | | – | | | | – | |
| Selling, general, and administrative expenses | | | 557 | | | | 843 | | | | 2,347 | | | | 3,141 | |
| Depreciation and amortization | | | 3 | | | | 5 | | | | 10 | | | | 15 | |
| Total costs and expenses | | | 560 | | | | 848 | | | | 2,357 | | | | 3,156 | |
| Operating loss | | | (560 | ) | | | (848 | ) | | | (2,357 | ) | | | (3,156 | ) |
| Other income: | | | | | | | | | | | | | | | | |
| Interest income | | | 715 | | | | 847 | | | | 2,354 | | | | 2,485 | |
| Equity in net income of National Beef Packing Company, LLC | | | 3,171 | | | | 14,755 | | | | 7,270 | | | | 37,060 | |
| Other income, net | | | 222 | | | | 200 | | | | 868 | | | | 516 | |
| Total other income | | | 4,108 | | | | 15,802 | | | | 10,492 | | | | 40,061 | |
| Net income | | $ | 3,548 | | | $ | 14,954 | | | | 8,135 | | | $ | 36,905 | |
| | | | | | | | | | | | | | | | | |
| Income per unit: | | | | | | | | | | | | | | | | |
| Basic and diluted | | | | | | | | | | | | | | | | |
| Class A units | | $ | 0.48 | | | $ | 2.03 | | | $ | 1.11 | | | $ | 5.02 | |
| Class B units | | $ | 4.23 | | | $ | 17.82 | | | $ | 9.69 | | | $ | 43.97 | |
| | | | | | | | | | | | | | | | | |
| Outstanding weighted-average Class A and Class B units: | | | | | | | | | | | | | | | | |
| Basic and diluted | | | | | | | | | | | | | | | | |
| Class A units | | | 735,385 | | | | 735,385 | | | | 735,385 | | | | 735,385 | |
| Class B units | | | 755,385 | | | | 755,385 | | | | 755,385 | | | | 755,385 | |
See accompanying notes to financial statements.
U.S. PREMIUM BEEF, LLC
Statements of Cash Flows
(thousands of dollars)
| | | | | | | | | |
| | | 39 weeks ended | |
| | | September 28, 2024 | | | September 30, 2023 | |
| | | (unaudited) | | | (unaudited) | |
| Cash flows from operating activities: | | | | | | | | |
| Net income | | $ | 8,135 | | | $ | 36,905 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
| Depreciation and amortization | | | 10 | | | | 15 | |
| Equity in net income of National Beef Packing Company, LLC | | | (7,270 | ) | | | (37,060 | ) |
| Distributions from National Beef Packing Company, LLC | | | – | | | | 35,271 | |
| Changes in assets and liabilities: | | | | | | | | |
| Accounts receivable | | | (229 | ) | | | (159 | ) |
| Due from affiliates | | | 41 | | | | (1,140 | ) |
| Other assets | | | 695 | | | | (12 | ) |
| Accounts payable | | | (21 | ) | | | (25 | ) |
| Due to affiliates | | | (9 | ) | | | (1,101 | ) |
| Accrued compensation and benefits | | | (1,077 | ) | | | (1,452 | ) |
| Other accrued expenses and liabilities | | | (64 | ) | | | (737 | ) |
| Net cash provided by operating activities | | | 211 | | | | 30,505 | |
| Cash flows from investing activities: | | | | | | | | |
| Investment in Certificates of Deposit | | | (50,000 | ) | | | (20,000 | ) |
| Redemption of Certificates of Deposit | | | 40,000 | | | | 20,000 | |
| Net cash used in investing activities | | | (10,000 | ) | | | – | |
| Cash flows from financing activities: | | | | | | | | |
| Member distributions | | | (9,850 | ) | | | (52,388 | ) |
| Net cash used in financing activities | | | (9,850 | ) | | | (52,388 | ) |
| Net decrease in cash | | | (19,639 | ) | | | (21,883 | ) |
| Cash and cash equivalents at beginning of period | | | 58,481 | | | | 97,732 | |
| Cash and cash equivalents at end of period | | $ | 38,842 | | | $ | 75,849 | |
See accompanying notes to financial statements.
U.S. PREMIUM BEEF, LLC
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(1) Interim Financial Statements
Basis of Presentation
The accompanying unaudited Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information; therefore, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. For further information, refer to the audited Financial Statements and Notes to Financial Statements, which are included in the Company’s Annual Report on Form 10-K on file with the Securities and Exchange Commission (SEC), for the fiscal year ended December 30, 2023. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.
(2)
Accounting for Investment in NBP. USPB’s 15.0729% investment in National Beef Packing Company, LLC (NBP) is accounted for using the equity method of accounting, as the Company has the ability to exercise significant influence over NBP, but does not have financial or operational control.
Operating losses, diminished cash flows, economic and industry events, pandemics, such as coronavirus disease (COVID-19), and a variety of other factors may result in a decrease in the value of the investment in NBP, which may be other than temporary. Such potential decreases in value, if deemed other than temporary, would 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. We believe the fair value of our investment in NBP exceeds the carrying value.
Cash and Cash Equivalents. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of September 28, 2024 and December 30, 2023, the Company’s balance sheet reflected Cash and cash equivalents of $38.8 million and $58.5 million, respectively. The cash is invested in the CoBank, ACB (CoBank) overnight investment account. Investments are not deposits and are not insured by the Federal Deposit Insurance Corporation or the Farm Credit System Insurance Corporation.
Certificates of Deposit. Certificates of deposit held for investment with original maturities greater than three months and remaining maturities less than one year are classified as current assets. Certificates of deposit with remaining maturities greater than one year are classified as long-term assets. The table below summarizes the certificate of deposit investments:
| Schedule of certificate of deposit investments | | | | | | | | | | |
| Investment Date | | Maturity Date | | Interest Rate | | | Investment Amount | |
| 6/13/2024 | | 12/12/2024 | | | 4.45% | | | $ | 10,000,000 | |
| 6/20/2024 | | 12/19/2024 | | | 4.45% | | | $ | 10,000,000 | |
| 9/19/2024 | | 3/20/2025 | | | 3.65% | | | $ | 10,000,000 | |
Accrued Expenses. The Company accrues for expenses that have been incurred but have not been invoiced. As of September 28, 2024, the Company had $0.1 million accrued, the majority of which relates to accounting expenses. The accrued amount is included in Other accrued expenses and liabilities on the balance sheet.
(3) Noncompetition Agreement
The CEO’s employment agreement provides for him to receive noncompetition payments for a twelve-month period following his termination of employment with USPB.
As of September 28, 2024 and December 30, 2023, the Company had accrued $0.3 million and $0.3 million, respectively, for the noncompetition agreement. The accrued amount is included in Other liabilities on the balance sheet.
(4) Employee Compensation Plans
In September 2010, USPB’s Board of Directors approved a management phantom unit plan and subsequently awarded phantom units in fiscal years 2010 and 2013. As of September 28, 2024 and December 30, 2023, the Company had accrued $8.5 million and $9.0 million, respectively, for the management phantom awards. The accrued amounts are included in Accrued compensation and benefits and Other liabilities on the balance sheet. The table below summarizes the current and long-term portions of the accrued amounts (thousands of dollars):
| Schedule of accrued liabilities | | | | | | | | |
| | | September 28, 2024 | | | December 30, 2023 | |
| | | (unaudited) | | | | |
| Current phantom unit | | $ | 1,703 | | | $ | 2,075 | |
| Long-term phantom unit | | | 6,814 | | | | 6,972 | |
| Total phantom accrual | | $ | 8,517 | | | $ | 9,047 | |
USPB provides its employees the opportunity to earn cash incentives and bonuses. As of September 28, 2024 and December 30, 2023, the Company had accrued $0.6 million and $1.1 million, respectively, for the cash incentive and bonus plans. The accrued amounts are included in Accrued compensation and benefits and Other liabilities on the balance sheet.
(5) Delivery Right Lease Income
For the thirty-nine week periods ended September 28, 2024 and September 30, 2023, USPB realized Delivery Right Lease income of $0.9 million related to leasing company owned delivery rights to USPB’s members and associates. Delivery Right Lease income is included in “Other income” on the Statement of Operations.
(6) Earnings Per Unit
Under the LLC structure, earnings of the Company are to be allocated to members 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 quarterly and year-to-date periods ended September 28, 2024 and September 30, 2023, 10% of USPB’s net income was allocated to the Class A units and 90% to the Class B units. The net income allocated to the Class A 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.
(7) 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 over NBP, but does not have financial or operational control. The table below summarizes the changes to USPB’s investment in NBP for the quarterly and year-to-date periods ended September 28, 2024 and September 30, 2023 (unaudited) (thousands of dollars):
| Schedule of changes to USPB’s investment in NBP | | | | |
| Investment at December 30, 2023 | | $ | 162,597 | |
| Equity in net loss for thirteen-week period | | | (682 | ) |
| Distributions | | | – | |
| Investment at March 30, 2024 | | | 161,915 | |
| Equity in net income for thirteen-week period | | | 4,781 | |
| Distributions | | | – | |
| Investment at June 29, 2024 | | | 166,696 | |
| Equity in net income for thirteen-week period | | | 3,171 | |
| Distributions | | | – | |
| Investment at September 28, 2024 | | $ | 169,867 | |
| | | | | |
| Investment at December 31, 2022 | | $ | 179,556 | |
| Equity in net income for twelve-week period | | | 7,600 | |
| Distributions | | | – | |
| Investment at March 25, 2023 | | $ | 187,156 | |
| Equity in net income for thirteen-week period | | | 14,705 | |
| Distributions | | | (10,464 | ) |
| Investment at June 24, 2023 | | $ | 191,397 | |
| Equity in net income for fourteen-week period | | | 14,755 | |
| Distributions | | | (24,808 | ) |
| Investment at September 30, 2023 | | $ | 181,344 | |
The difference between USPB’s percentage ownership share of NBP net loss or net income and the recorded amount of Equity in net loss or net income of NBP is attributable to the amortization of a basis difference related to the purchase accounting for NBP’s acquisition of Ohio Beef in 2019.
Below is a summary of the results of operations for NBP for the quarterly and year-to-date periods ended September 28, 2024 and September 30, 2023 (unaudited) (thousands of dollars):
| Schedule of results of operations for NBP | | | | | | | | | | | | | | | | |
| | | 13 weeks ended | | | 14 weeks ended | | | 39 weeks ended | |
| | | September 28, 2024 | | | September 30, 2023 | | | September 28, 2024 | | | September 30, 2023 | |
| | | (unaudited) | | | (unaudited) | | | (unaudited) | | | (unaudited) | |
| Net sales | | $ | 3,244,627 | | | $ | 3,374,888 | | | $ | 9,173,604 | | | $ | 8,896,989 | |
| Costs and expenses: | | | | | | | | | | | | | | | | |
| Cost of sales | | | 3,146,575 | | | | 3,208,887 | | | | 8,888,190 | | | | 8,453,249 | |
| Selling, general, and administrative expenses | | | 25,484 | | | | 23,232 | | | | 90,925 | | | | 75,323 | |
| Depreciation and amortization | | | 39,261 | | | | 36,278 | | | | 111,968 | | | | 98,835 | |
| Total costs and expenses | | | 3,211,320 | | | | 3,268,397 | | | | 9,091,083 | | | | 8,627,407 | |
| Operating income | | | 33,307 | | | | 106,491 | | | | 82,521 | | | | 269,582 | |
| Other income (expense): | | | | | | | | | | | | | | | | |
| Interest income | | | 14 | | | | 4 | | | | 74 | | | | 47 | |
| Interest expense | | | (11,133 | ) | | | (8,105 | ) | | | (31,368 | ) | | | (19,266 | ) |
| Net income before taxes | | | 22,188 | | | | 98,390 | | | | 51,227 | | | | 250,363 | |
| Income tax (expense) refund | | | (150 | ) | | | 504 | | | | 3 | | | | (1,491 | ) |
| Net income | | $ | 22,038 | | | $ | 98,894 | | | $ | 51,230 | | | $ | 248,872 | |
(8) 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 its members. As of September 28, 2024 and December 30, 2023, Other accrued expenses and liabilities on the Company’s balance sheet reflected state taxes payable of $0.2 million and $0.3 million, respectively.
(9) Long-term Debt and Loan Agreements
On July 13, 2020, USPB and CoBank entered into that certain Credit Agreement (Credit Agreement), Amended and Restated Revolving Term Promissory Note (Promissory Note), and an Affirmation of Pledge Agreement (together, the New Loan Agreements). The New Loan Agreements replace, amend and restate the arrangements between CoBank and USPB contained in that certain Master Loan Agreement, Revolving Term Loan Supplement to the Master Loan Agreement, Pledge Agreement, and Security Agreement dated July 26, 2011, as amended.
The New Loan Agreements 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 September 28, 2024. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide for an interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of 0.00% and Daily Simply SOFR (as defined in the agreement). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB’s membership interests in, and distributions from, NBP.
USPB was in compliance with the financial covenant under its Credit Agreement as of September 28, 2024.
(10) Members’ Capital
The following table represents a reconciliation of Members’ Capital for the thirty-nine week periods ended September 28, 2024 and September 30, 2023 (unaudited) (thousands of dollars).
| Schedule of reconciliation of members’ capital | | | | |
| Balance at December 30, 2023 | | $ | 232,133 | |
| Net loss for the thirteen-week period ended March 30, 2024 | | | (691 | ) |
| Member distributions | | | | |
| Class A ($0.45 per Class A unit) | | | (330 | ) |
| Class B ($3.93 per Class B unit) | | | (2,969 | ) |
| Balance at March 30, 2024 | | $ | 228,143 | |
| Net income for the thirteen-week period ended June 29, 2024 | | | 5,278 | |
| Member distributions | | | | |
| Class A ($0.29 per Class A unit) | | | (670 | ) |
| Class B ($2.55 per Class B unit) | | | (6,034 | ) |
| Balance at June 29, 2024 | | $ | 226,717 | |
| Net income for the thirteen-week period ended September 28, 2024 | | | 3,548 | |
| Balance at September 28, 2024 | | $ | 230,265 | |
| | | | | |
| Balance at December 31, 2022 | | $ | 263,941 | |
| Net income for the twelve-week period ended March 25, 2023 | | | 7,381 | |
| Balance at March 25, 2023 | | $ | 271,322 | |
| Net income for the thirteen-week period ended June 24, 2023 | | | 14,570 | |
| Member distributions | | | | |
| Class A ($6.56 per Class A unit) | | | (4,877 | ) |
| Class B ($58.17 per Class B unit) | | | (43,895 | ) |
| Balance at June 24, 2023 | | $ | 237,120 | |
| Net income for the fourteen-week period ended September 30, 2023 | | | 14,954 | |
| Member distributions | | | | |
| Class A ($0.49 per Class A unit) | | | (362 | ) |
| Class B ($4.31 per Class B unit) | | | (3,254 | ) |
| Balance at September 30, 2023 | | $ | 248,458 | |
(11) Legal Proceedings
NBP is a defendant in (i) five putative class action lawsuits in the United States District Court for the District of Minnesota alleging that NBP violated some combination of the Sherman Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and (ii) putative class action lawsuits in the Supreme Court of British Columbia and the Superior Court of Quebec for the district of Montreal alleging that it violated the Canadian Competition Act and various provincial laws (the “Beef Class Actions”). The Beef Class Actions are entitled In re Cattle Antitrust Litigation, which was filed originally on April 23, 2019; Peterson et al. v. JBS USA Food Company Holdings, et al., which was filed originally on April 26, 2019; In re DPP Beef Litigation, which was filed originally on April 26, 2019; Erbert & Gerbert’s, Inc. v. JBS USA Food Company Holdings, et al., which was filed originally on June 18, 2020; Specht v. Tyson Foods, Inc., et al., which was filed originally on October 31, 2022; Giang Bui v. Cargill, Incorporated, et al. which was filed originally on February 18, 2022; and Sylvie De Bellefeuille v. Cargill, Inc. et al., which was filed originally on March 24, 2022. Since the original class action complaints were filed, certain purchasers of beef products have opted to file individual complaints and to proceed with direct actions making similar claims (the “Opt-Out Cases”), and others may do so in the future. The Opt-Out Cases are entitled Winn-Dixie Stores, Inc. and Bi-Lo Holding, LLC v. Cargill, Inc., et al., which was filed on August 2, 2021 in the United States District Court, Minnesota; Cheney Brothers, Inc. v. Cargill, Inc., et al., which was filed on January 31, 2022 in the United States District Court, Southern District of Florida; Subway v. Cargill, Inc. et al., which was filed on February 22, 2022 in the United States District Court, Connecticut; Amory Investments LLC v. Cargill, Inc. et al., which was filed originally on March 8, 2022 in the United States District Court, Northern District of New York; Associated Grocers, Inc., et al. v. Cargill, Inc., et al., which was filed originally on May 12, 2022 in the United States District Court, Northern District of Illinois; Giant Eagle, Inc. v. Cargill, Inc., et al., which was filed originally on June 8, 2022 in the United States District Court, Northern District of Illinois; Sysco Corporation v. Cargill, Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Southern District of Texas; John Soules Foods, Inc. v. Cargill, Inc., et al., which was filed originally on August 5, 2022 in the United States District Court, Eastern District of Texas; Associated Grocers of the South et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; The Kroger Co. et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; Spartannash Co vs. Cargill, Inc. et al, which was filed originally on September 21, 2022 in the United States District Court, Northern District of Illinois; Kraft Heinz Food Company v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; Aramark Food and Support Services Group., Inc. v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; ARCOP, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; CKE Restaurant Holdings, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sonic Industries Services Inc. v. Cargill, Inc. et al., which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Restaurant Services, Inc. v. Cargill, Inc., et al., which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Whatabrands LLC et al. vs. Cargill, Inc., et al. which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Sherwood Food Distributors, LLC et al.v. Cargill, Inc., et al., which was filed originally on March 7, 2023 in the United States District Court, Easter District of New York; McClane Company, Inc v. Cargill, Inc., et al., which was filed originally on April 3, 2023 in the United States District Court, Southern District of Florida; Aldi, Inc v. Cargill, Inc., et al., which was filed originally on August 28. 2023 in the United States District Court, Northern District of Illinois; Quirich Foods, LLC et al. v. Cargill, Inc., et al., which was filed originally on October 9, 2023 in the United States District Court, Northern District of Illinois; Conagra Brands, Inc v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Northern District of Illinois; Compass Group USA, Inc v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Western District of North Carolina; Target Corp v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; BJ’s Wholesale Club, Inc v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Glazier Foods Co et al. v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Jetro Holdings, Inc v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Quality Supply Chain Co-Op, Inc. v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; and Sodexo, Inc., et al. v. Cargill, Inc., et al., which was filed originally on April 29, 2024 in the United States District Court of Maryland, and McDonald’s Corporation v. Cargill, Inc., et. al., which was originally file on October 4, 2024 in the United States District Court, Eastern District of New York. On October 4, 2022, the United States Beef Class Actions and Opt-Out Cases were consolidated for pretrial proceedings in the United States District Court, Minnesota District under the style In re: Cattle and Beef Antitrust Litigation. The plaintiffs in these cases seek treble damages and other relief under various laws including the Sherman Antitrust Act, the Canadian Competition Act, the Packers & Stockyards Act, and/or the Commodities Exchange Act and various state and provincial laws and attorneys’ fees. NBP believes it has meritorious defenses to the claims in these cases and intends to defend them vigorously. There can be no assurances, however, as to the outcome of these matters or the impact on NBP’s consolidated financial position, results of operations and cash flows.
In addition to the antitrust litigation, NBP is subject to an investigation by the United States Department of Justice (“DOJ”) and approximately 30 state attorneys general regarding fed cattle and beef packing markets. NBP has responded to the federal and state requests for information and cooperated with the investigations. NBP believes it has meritorious defenses to any potential claims that might arise out of these government investigations, although there can be no assurance as to the outcome of these investigations or the impact on NBP’s consolidated financial position, results of operations and cash flows.
NBP is a defendant in a putative class action lawsuit entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District Court for the District of Colorado on November 1, 2022. The defendants filed motions to dismiss, which the court denied except as to NBP’s subsidiary, Iowa Premium. The plaintiffs filed an amended complaint on January 12, 2024. The amended complaint alleges that the defendants directly and through industry wage surveys and a benchmarking service (i) fixed wages and benefits, and (ii) exchanged information regarding compensation and benefits in an effort to depress and stabilize wages and benefits in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, pre- and post-judgment interest, declaratory and injunctive relief and the costs of the suit (including attorney fees). NBP believes it has meritorious defenses to the claims in this case, and if this proceeds to trial, intends to defend the case vigorously; however, NBP has negotiated a settlement with the plaintiffs in the employee wages and benefits matter. The settlement has been submitted to the court for approval and NBP has made an accrual for the potential settlement. There can be no assurances, however, as to the outcome of this case or the impact on the NBP’s consolidated financial position, results of operations and cash flows.
NBP is a party to various other lawsuits and claims arising out of the operation of its business. Management of NBP believes the ultimate resolution of such matters should not have a material adverse effect on NBP’s financial condition, results of operations or liquidity.
USPB is not able to assess what impact, if any, the actions described above will have on NBP or USPB.
(12) Subsequent Events
USPB has evaluated subsequent events through the date the financial statements were issued and determined there were no such other events to report.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this report.
Disclosure Regarding Forward-Looking Statements
This report contains “forward-looking statements,” which are subject to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements are typically identified by the words “believe”, “expect”, “anticipate”, “intend”, “estimate”, and similar expressions. Actual results could differ materially from those contemplated by these forward-looking statements as a result of many factors, including economic conditions generally and in our principal markets, the availability and prices of live cattle and commodities, food safety, livestock disease, including the identification of cattle with bovine spongiform encephalopathy (BSE), competitive practices and consolidation in the cattle production and processing industries, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, and consolidation among our customers.
In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this report will in fact transpire. Readers are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Please review Part II. Item 1A. Risk Factors, included in this report, for other important factors that could cause actual results to differ materially from those in any such forward-looking statements.
Products and Production
USPB provides an integrated cattle production, processing and marketing system for the benefit of its members and associates. As the basis of that system, USPB’s Class A members have a guaranteed right plus an obligation (on a one head per Class A unit per delivery year basis) to deliver cattle to USPB, pursuant to the Uniform Cattle Delivery and Marketing Agreement. USPB facilitates the delivery of cattle to NBP for processing and subsequent product distribution and marketing. Shortly after the cattle are processed, cattle suppliers receive, at no extra charge, individual animal carcass data previously considered proprietary by many processors. This carcass data assists producers in refining production methodologies, thereby improving the product quality and subsequently enhancing the return to the producer.
We believe the primary advantage of USPB’s ownership in NBP is USPB’s ability to provide NBP with a consistent supply of quality beef from a known source, allowing NBP to target higher margin value-added markets. Consumers have historically demonstrated their willingness and desire to buy branded products that offer better value in other consumer product markets, with the Certified Angus Beef® product line being an example in the beef industry.
Investment in National Beef Packing Company, LLC
NBP processes and sells a comprehensive line of fresh beef, case-ready products, and beef by-products for domestic and international markets. The largest share of NBP’s revenue is generated from the sale of boxed beef and beef by-products.
NBP has two beef slaughter and processing facilities located in southwest Kansas and a third located in central Iowa. In addition, NBP operates a leather tannery, three case-ready manufacturing facilities, a fresh and frozen hamburger manufacturing facility and a transportation and logistics company that provides refrigerated and livestock transportation across the U.S.
NBP’s profitability typically fluctuates seasonally as well as cyclically, based on the availability of fed cattle and the demand for beef and beef by-products. Its profitability is dependent, in large part, on the spread between its cost for live cattle, the primary raw material for its business, and the value received from selling boxed beef and other products coupled with its overall volume. NBP operates in a large and fast-moving commodity market and does not have much influence over the price it pays for cattle or the selling price it receives for the products it produces. The NBP financial information provided below has been provided to us by NBP. We have not independently verified the information.
NBP’s revenues in the thirteen-week period ended September 28, 2024, decreased approximately 3.9% in comparison to the fourteen-week period ended September 30, 2023, primarily due to decreased production volume related to one less week in the period. NBP’s cost of sales decreased by approximately 1.9% for the thirteen-week period ended September 28, 2024, as compared to the fourteen-week period ended September 30, 2023, primarily due to decreased production volume. For the thirteen-week period ended September 28, 2024, NBP had net income of $22.0 million compared to net income of $98.9 million for the fourteen-week period ended September 30, 2023. Lower volume and lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2024 period, as compared to the 2023 period.
NBP’s revenues in the thirty-nine week period ended September 28, 2024, increased approximately 3.1% in comparison to the thirty-nine week period ended September 30, 2023, primarily due higher average unit selling prices for many of NBP’s products. NBP’s cost of sales increased by approximately 5.1% for the thirty-nine week period ended September 28, 2024, as compared to the thirty-nine week period ended September 30, 2023, primarily due to higher prices for fed cattle. For the thirty-nine week period ended September 28, 2024, NBP had net income of $51.2 million compared to net income of $248.9 million for the thirty-nine week period ended September 30, 2023. Lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2024 period, as compared to the 2023 period.
On June 10, 2019, USPB and NBP entered into the First Amended and Restated Cattle Purchase and Sale Agreement (A&R Agreement) with USPB. The terms and conditions of the A&R Agreement are substantially the same as those of the Cattle Purchase and Sale Agreement dated December 30, 2011. Per the terms and conditions of the A&R Agreement, NBP is required to purchase through USPB from its owners and associates, and USPB is required to sell and deliver from its owners and associates to NBP, a base amount of 735,385 (subject to adjustment) head of cattle per year with prices based on those published by the U.S. Department of Agriculture, subject to adjustments for cattle performance. NBP obtained approximately 25% and 26% of its cattle requirements under this agreement during the thirty-nine and thirty-nine week periods ended September 28, 2024 and September 30, 2023, respectively.
USPB Results of Operations
Thirteen-week period ended September 28, 2024 compared to fourteen-week period ended September 30, 2023
Net Sales. There were no net sales in the thirteen-week period ended September 28, 2024 and the fourteen-week period ended September 30, 2023.
Cost of Sales. There were no cost of sales in the thirteen-week period ended September 28, 2024 and the fourteen-week period ended September 30, 2023.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $0.6 million for the thirteen-week period ended September 28, 2024 compared to approximately $0.8 million for the fourteen-week period ended September 30, 2023, a decrease of approximately $0.2 million. The decrease was primarily the result of lower phantom plan and bonus expenses.
Operating Loss. Operating loss was approximately $0.6 million for the thirteen-week period ended September 28, 2024 compared to approximately $0.8 million for the fourteen-week period ended September 30, 2023. The $0.2 million decrease was due to lower Selling, General and Administrative Expenses.
Equity in Net Income of National Beef Packing Company, LLC. Equity in NBP’s net income was $3.2 million for the thirteen-week period ended September 28, 2024 compared to net income of $14.8 million for the fourteen-week period ended September 30, 2023. USPB carries its 15.0729% investment in NBP under the equity method of accounting.
Interest Income. Interest income was $0.7 million for the thirteen-week period ended September 28, 2024 compared to approximately $0.8 million for the fourteen-week period ended September 30, 2023.
Other Income, net. Other income was $0.2 million for the thirteen-week period ended September 28, 2024 compared to other income of $0.2 million for the fourteen-week period ended September 30, 2023, respectively. The income in both periods was primarily delivery right lease income, with state and local taxes reducing the 2023 period.
Net Income. Net income was $3.5 million for the thirteen-week period ended September 28, 2024 compared to net income of $15.0 million fourteen-week period ended September 30, 2023, respectively. The decrease in net income is primarily due to a decrease in NBP’s net income.
Thirty-nine week period ended September 28, 2024 compared to thirty-nine week period ended September 30, 2023
Net Sales. There were no net sales in the thirty-nine week period ended September 28, 2024 and thirty-nine week period ended September 30, 2023.
Cost of Sales. There were no cost of sales in the thirty-nine week period ended September 28, 2024 and thirty-nine week period ended September 30, 2023.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $2.3 million for the thirty-nine week period ended September 28, 2024 compared to approximately $3.1 million for the thirty-nine week period ended September 30, 2023, a decrease of approximately $0.8 million. The decrease was primarily the result of lower phantom plan and bonus expenses.
Operating Loss. Operating loss was approximately $2.4 million for the thirty-nine week period ended September 28, 2024 compared to approximately $3.2 million for the thirty-nine week period ended September 30, 2023. The $0.8 million decrease was due to lower Selling, General and Administrative Expenses.
Equity in Net Income of National Beef Packing Company, LLC. Equity in NBP net income was $7.3 million for the thirty-nine week period ended September 28, 2024 compared to net income of $37.1 million for the thirty-nine week period ended September 30, 2023. USPB carries its 15.0729% investment in NBP under the equity method of accounting.
Interest Income. Interest income was $2.4 million for the thirty-nine week period ended September 28, 2024 compared to approximately $2.5 million for the thirty-nine week period ended September 30, 2023.
Other Income, net. Other income was $0.9 million for the thirty-nine week period ended September 28, 2024 compared to other income of $0.5 million for the thirty-nine week period ended September 30, 2023, respectively. The income in both periods was primarily delivery right lease income, with the 2023 period being partially offset by higher state and local taxes.
Net Income. Net income was $8.1 million for the thirty-nine week period ended September 28, 2024 compared to net income of $36.9 million thirty-nine week period ended September 30, 2023, respectively. The decrease in net income is primarily due to a decrease in NBP’s net income.
Liquidity and Capital Resources
As of September 28, 2024, we had net working capital (the excess of current assets over current liabilities) of approximately $67.7 million, which included cash and cash equivalents of $38.8 million. As of December 30, 2023, we had net working capital of approximately $76.7 million, which included cash and cash equivalents of $58.5 million. Our primary sources of liquidity for the first three quarters of fiscal year 2024 and fiscal year 2023 were cash and available borrowings under the Master Loan Agreement with CoBank.
As of September 28, 2024, USPB had no long-term debt outstanding. We had a $1.0 million revolving term credit commitment with CoBank, all of which was available. USPB was in compliance with the financial covenant under its Master Loan Agreement as of September 28, 2024.
We believe our cash will be sufficient to support our cash needs for the foreseeable future. For a review of our obligations that affect liquidity, please see the “Cash Payment Obligations” table in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for fiscal year 2023.
Operating Activities
Net cash provided by operating activities in the thirty-nine week period ended September 28, 2024 was approximately $0.2 million compared to approximately $30.5 million in the thirty-nine week period ended September 30, 2023. The $30.3 million change was primarily due to a decrease in distributions from NBP.
Investing Activities
Net cash used in investing activities was approximately $10.0 million in the thirty-nine week period ended September 28, 2024 compared to $0.0 million in the thirty-nine week period ended September 30, 2023. The change in the current period was due to a $10 million net increase in investments in Certificates of Deposit.
Financing Activities
Net cash used in financing activities was $9.9 million in the thirty-nine week period ended September 28, 2024 compared to $52.4 million in the thirty-nine week period ended September 30, 2023. The $42.5 million decrease was due lower member distributions in the current period.
Master Loan Agreement
On July 13, 2020, USPB, and CoBank, entered into a Credit Agreement, Amended and Restated Revolving Term Promissory Note (“Promissory Note”), and an Affirmation of Pledge Agreement.
The Credit Agreement and Promissory Note provides for a $1.0 million revolving term commitment. The commitment carries a term of five years, maturing on June 30, 2025. All of the $1.0 million revolving credit commitment was available as of September 28, 2024. On July 6, 2023, USPB and CoBank amended the Promissory Note to provide for an interest rate equal to the Daily Simple SOFR Margin (as defined in the amendment) plus the higher of 0.00% and Daily Simply SOFR (as defined in the agreement). The Affirmation of Pledge Agreement provides CoBank with a first-priority security interest in USPB’s Membership Interests in, and Distributions from, NBP.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The principal market risks affecting USPB’s business are exposure to interest rate risk, to the extent the Company has debt outstanding. As of September 28, 2024, the Company did not have any outstanding debt.
Item 4. Controls and Procedures.
We maintain a system of controls and procedures designed to provide reasonable assurance as to the reliability of the Financial Statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in alerting them, in a timely manner, to material information required to be included in our periodic Securities and Exchange Commission filings. There have been no changes in our internal controls over financial reporting during the thirty-nine week period ended September 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As of September 28, 2024, USPB is not involved in any litigation. However, because its ownership interest in NBP is USPB’s largest asset and because of the cattle procurement and distribution relationship between USPB and NBP, litigation involving NBP may impact USPB.
NBP is a defendant in (i) five putative class action lawsuits in the United States District Court for the District of Minnesota alleging that NBP violated some combination of the Sherman Antitrust Act, the Packers and Stockyards Act, the Commodity Exchange Act, and various state laws and (ii) putative class action lawsuits in the Supreme Court of British Columbia and the Superior Court of Quebec for the district of Montreal alleging that it violated the Canadian Competition Act and various provincial laws (the “Beef Class Actions”). The Beef Class Actions are entitled In re Cattle Antitrust Litigation, which was filed originally on April 23, 2019; Peterson et al. v. JBS USA Food Company Holdings, et al., which was filed originally on April 26, 2019; In re DPP Beef Litigation, which was filed originally on April 26, 2019; Erbert & Gerbert’s, Inc. v. JBS USA Food Company Holdings, et al., which was filed originally on June 18, 2020; Specht v. Tyson Foods, Inc., et al., which was filed originally on October 31, 2022; Giang Bui v. Cargill, Incorporated, et al. which was filed originally on February 18, 2022; and Sylvie De Bellefeuille v. Cargill, Inc. et al., which was filed originally on March 24, 2022. Since the original class action complaints were filed, certain purchasers of beef products have opted to file individual complaints and to proceed with direct actions making similar claims (the “Opt-Out Cases”), and others may do so in the future. The Opt-Out Cases are entitled Winn-Dixie Stores, Inc. and Bi-Lo Holding, LLC v. Cargill, Inc., et al., which was filed on August 2, 2021 in the United States District Court, Minnesota; Cheney Brothers, Inc. v. Cargill, Inc., et al., which was filed on January 31, 2022 in the United States District Court, Southern District of Florida; Subway v. Cargill, Inc. et al., which was filed on February 22, 2022 in the United States District Court, Connecticut; Amory Investments LLC v. Cargill, Inc. et al., which was filed originally on March 8, 2022 in the United States District Court, Northern District of New York; Associated Grocers, Inc., et al. v. Cargill, Inc., et al., which was filed originally on May 12, 2022 in the United States District Court, Northern District of Illinois; Giant Eagle, Inc. v. Cargill, Inc., et al., which was filed originally on June 8, 2022 in the United States District Court, Northern District of Illinois; Sysco Corporation v. Cargill, Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Southern District of Texas; John Soules Foods, Inc. v. Cargill, Inc., et al., which was filed originally on August 5, 2022 in the United States District Court, Eastern District of Texas; Associated Grocers of the South et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; The Kroger Co. et al. v. Cargill, Inc., et al., which was filed originally on September 15, 2022 in the United States District Court, District of Montana; Spartannash Co vs. Cargill, Inc. et al, which was filed originally on September 21, 2022 in the United States District Court, Northern District of Illinois; Kraft Heinz Food Company v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; Aramark Food and Support Services Group., Inc. v. Cargill Inc., et al., which was filed originally on September 30, 2022 in the United States District Court, Eastern District of New York; ARCOP, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; CKE Restaurant Holdings, Inc. v. Cargill, Inc., et al., which was filed originally on December 19, 2022 in the United States District Court, Southern District of Florida; Sonic Industries Services Inc. v. Cargill, Inc. et al., which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Restaurant Services, Inc. v. Cargill, Inc., et al., which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Whatabrands LLC et al. vs. Cargill, Inc., et al. which was filed originally on December 20, 2022 in the United States District Court, Southern District of Florida; Sherwood Food Distributors, LLC et al.v. Cargill, Inc., et al., which was filed originally on March 7, 2023 in the United States District Court, Easter District of New York; McClane Company, Inc v. Cargill, Inc., et al., which was filed originally on April 3, 2023 in the United States District Court, Southern District of Florida; Aldi, Inc v. Cargill, Inc., et al., which was filed originally on August 28. 2023 in the United States District Court, Northern District of Illinois; Quirich Foods, LLC et al. v. Cargill, Inc., et al., which was filed originally on October 9, 2023 in the United States District Court, Northern District of Illinois; Conagra Brands, Inc v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Northern District of Illinois; Compass Group USA, Inc v. Cargill, Inc., et al., which was filed originally on October 31, 2023 in the United States District Court, Western District of North Carolina; Target Corp v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; BJ’s Wholesale Club, Inc v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Glazier Foods Co et al. v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Jetro Holdings, Inc v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; Quality Supply Chain Co-Op, Inc. v. Cargill, Inc., et al., which was filed originally on December 29, 2023 in the United States District Court, Eastern District of New York; and Sodexo, Inc., et al. v. Cargill, Inc., et al., which was filed originally on April 29, 2024 in the United States District Court of Maryland, and McDonald’s Corporation v. Cargill, Inc., et. al., which was originally file on October 4, 2024 in the United States District Court, Eastern District of New York. On October 4, 2022, the United States Beef Class Actions and Opt-Out Cases were consolidated for pretrial proceedings in the United States District Court, Minnesota District under the style In re: Cattle and Beef Antitrust Litigation. The plaintiffs in these cases seek treble damages and other relief under various laws including the Sherman Antitrust Act, the Canadian Competition Act, the Packers & Stockyards Act, and/or the Commodities Exchange Act and various state and provincial laws and attorneys’ fees. NBP believes it has meritorious defenses to the claims in these cases and intends to defend them vigorously. There can be no assurances, however, as to the outcome of these matters or the impact on NBP’s consolidated financial position, results of operations and cash flows.
In addition to the antitrust litigation, NBP is subject to an investigation by the United States Department of Justice (“DOJ”) and approximately 30 state attorneys general regarding fed cattle and beef packing markets. NBP has responded to the federal and state requests for information and cooperated with the investigations. NBP believes it has meritorious defenses to any potential claims that might arise out of these government investigations, although there can be no assurance as to the outcome of these investigations or the impact on NBP’s consolidated financial position, results of operations and cash flows.
NBP is a defendant in a putative class action lawsuit entitled Brown, et al. v. JBS USA Food Company et al. and filed in the United States District Court for the District of Colorado on November 1, 2022. The defendants filed motions to dismiss, which the court denied except as to NBP’s subsidiary, Iowa Premium. The plaintiffs filed an amended complaint on January 12, 2024. The amended complaint alleges that the defendants directly and through industry wage surveys and a benchmarking service (i) fixed wages and benefits, and (ii) exchanged information regarding compensation and benefits in an effort to depress and stabilize wages and benefits in violation of federal antitrust laws. The plaintiffs seek, among other things, treble monetary damages, pre- and post-judgment interest, declaratory and injunctive relief and the costs of the suit (including attorney fees). NBP believes it has meritorious defenses to the claims in this case, and if this proceeds to trial, intends to defend the case vigorously; however, NBP has negotiated a settlement with the plaintiffs in the employee wages and benefits matter. The settlement has been submitted to the court for approval and NBP has made an accrual for the potential settlement. There can be no assurances, however, as to the outcome of this case or the impact on the NBP’s consolidated financial position, results of operations and cash flows.
NBP is a party to various other lawsuits and claims arising out of the operation of its business. Management of NBP believes the ultimate resolution of such matters should not have a material adverse effect on NBP’s financial condition, results of operations or liquidity.
USPB is not able to assess what impact, if any, the actions described above will have on NBP or USPB.
Item 1A. Risk Factors.
The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 have not materially changed. Please refer to the Company’s report on Form 10-K for the fiscal year ended December 30, 2023 to consider those risk factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Insider trading arrangements.
During the quarter ended September 28, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
| 3.1 | | Certificate of Formation of U.S. Premium Beef, LLC (incorporated herein by reference to Appendix C to the voting materials – prospectus contained in U.S. Premium Beef, Inc. Registration Statement on Form S-4 (File No. 333-115164) filed with the SEC on August 5, 2004). |
| 3.2 | | Amended and Restated Limited Liability Company Agreement of U.S. Premium Beef, LLC, dated as of November 10, 2023 (incorporated herein by reference to Exhibit 3.3 to Form 10-Q (File No. 333-115164) filed with the SEC on November 13, 2023). |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). |
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | U.S. Premium Beef, LLC |
| | | |
| | By: | /s/ Stanley D. Linville |
| | | |
| | | Stanley D. Linville
Chief Executive Officer
(Principal Executive Officer) |
| | | |
| | By: | /s/ Scott J. Miller |
| | | |
| | | Scott J. Miller
Chief Financial Officer (Principal Financial and Accounting Officer) |
Date: November 8, 2024
