UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended |
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Telephone: (
(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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller 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
☐
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 July 26, 2025, there were Class A units and 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 |
TABLE OF CONTENTS
| PART I. | FINANCIAL INFORMATION | Page No. |
| Item 1. | Financial Statements (unaudited). | 1 |
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
13 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | 16 |
| Item 4. | Controls and Procedures. | 16 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings. | 17 |
| Item 1A. | Risk Factors. | 18 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 18 |
| Item 3. | Defaults Upon Senior Securities. | 18 |
| Item 4. | Mine Safety Disclosures. | 18 |
| Item 5. | Other Information. | 18 |
| Item 6. | Exhibits. | 19 |
| Signatures. | 20 |
Unless the context indicates or otherwise requires, the terms “USPB”, “the Company”, “we”, “our”, and “us” refer to U.S. Premium Beef, LLC. As used in this report, the terms “NBP” and “National Beef” refer to National Beef Packing Company, LLC, a Delaware limited liability company.
| i |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
U.S. PREMIUM BEEF, LLC
Balance Sheets
(thousands of dollars, except unit information)
| June 28, 2025 | December 28, 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments in certificates of deposit and treasury securities | ||||||||
| Accrued interest receivable | ||||||||
| Due from affiliates | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant, and equipment, at cost | ||||||||
| Less accumulated depreciation | ||||||||
| Net property, plant, and equipment | ||||||||
| Right of use assets, net | ||||||||
| Investment in National Beef Packing Company, LLC | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Members' Capital | ||||||||
| Current liabilities: | ||||||||
| Accounts payable - trade | $ | $ | ||||||
| Due to other affiliates | ||||||||
| Accrued compensation and benefits | ||||||||
| Lease obligations | ||||||||
| Other accrued expenses and liabilities | ||||||||
| Distributions payable | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Lease obligations | ||||||||
| Other liabilities | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Members' capital | ||||||||
| Members' contributed capital, | ||||||||
| Total members' capital | ||||||||
| Total liabilities and members' capital | $ | $ | ||||||
See accompanying notes to financial statements.
| 1 |
U.S. PREMIUM BEEF, LLC
Statements of Operations
(thousands of dollars, except unit and per unit data)
| 13-weeks ended | 26-weeks ended | |||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest income | ||||||||||||||||
| Equity in net (loss) income of National Beef Packing Company, LLC | ( | ) | ( | ) | ||||||||||||
| Other income, net | ||||||||||||||||
| Total other income | ( | ) | ( | ) | ||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| (Loss) income per unit: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| Class A units | $ | ) | $ | $ | ) | $ | ||||||||||
| Class B units | $ | ) | $ | $ | ) | $ | ||||||||||
| Outstanding weighted-average Class A and Class B units: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
| Class A units | ||||||||||||||||
| Class B units | ||||||||||||||||
See accompanying notes to financial statements.
| 2 |
U.S. PREMIUM BEEF, LLC
Statements of Cash Flows
(thousands of dollars)
| 26-weeks ended | ||||||||
| June 28, 2025 | June 29, 2024 | |||||||
| (unaudited) | (unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Equity in net loss (income) of National Beef Packing Company, LLC | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Due from affiliates | ( | ) | ||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Due to affiliates | ( | ) | ||||||
| Accrued compensation and benefits | ( | ) | ( | ) | ||||
| Other accrued expenses and liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Investments in certificates of deposit and treasury securities | ( | ) | ( | ) | ||||
| Redemptions of certificates of deposit | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Member distributions | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
See accompanying notes to financial statements.
| 3 |
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 for the year ended December 28, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2025 (the “2024 Form 10-K”). The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.
(2) Accounting Policies
Accounting for Investment in NBP. USPB’s
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 June 28, 2025
and December 28, 2024, the Company’s balance sheet reflected Cash and cash equivalents of $
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:
| Investment Date | Maturity Date | Interest Rate | Amount Invested | |||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
| $ | ||||||||
Treasury Securities. Treasury securities held for investment with original maturities greater than three months and remaining maturities less than one year are classified as current assets. The table below summarizes the treasury securities:
| Investment Date | Maturity Date | Interest Rate | Current Investment Amount | |||||
| $ | ||||||||
| $ | ||||||||
| 4 |
Accrued Expenses. The Company accrues
for expenses that have been incurred but have not been invoiced. As of June 28, 2025, the Company had $
Segment Reporting
USPB is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. USPB’s equity method investment is the operating segment of USPB. Accordingly, USPB has one reportable segment. The remaining activity of USPB relates to the corporate function of the Company. The total amount of investment in equity method investees is disclosed in the Company’s balance sheets above.
USPB’s CEO is the Chief Operating Decision Maker (“CODM”) for USPB. As the CODM, he is responsible for managing all of USPB’s operations. The Company’s primary business operation is managing its members’ investment in National Beef. An operating segment is defined as a component of an enterprise for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. The segment participates in activities and derives income.
The CODM assesses performance of the segment based on equity in earnings of National Beef for purposes of allocating resources and evaluating financial performance as presented on the statement of operations. The CODM uses this measure in the annual budgeting and monthly forecasting process and to evaluate income generated from segment assets to distribute cash to unitholders. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
Significant segment expenses regularly provided to the CODM are the financial statement line items of National Beef, as disclosed in the tables below.
The operating results and assets of the Company’s reportable segment were as follows (in thousands):
| 13-weeks ended June 28, 2025 | ||||||||||||||||
| Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries (1) | Elimination of Unconsolidated Affiliate | Corporate and Other of USPB | Consolidated Total of USPB | |||||||||||||
| Net sales | $ | $ | ( | ) | $ | $ | ||||||||||
| Cost of sales | ( | ) | ||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Other, net | ||||||||||||||||
| Income tax refund | ( | ) | ||||||||||||||
| Net loss at National Beef | ( | ) | ||||||||||||||
| Equity in net loss of National Beef | ( | ) | ( | ) | ||||||||||||
| Net loss of USPB | $ | ( | ) | |||||||||||||
| Total assets | $ | $ | ( | ) | $ | $ | ||||||||||
| Total liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
| Capital expenditures for segment assets | $ | ( | ) | $ | $ | $ | ||||||||||
(1) Amounts reflect those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial statements.
| 5 |
| 26-weeks ended June 28, 2025 | ||||||||||||||||
| Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries (1) | Elimination of Unconsolidated Affiliate | Corporate and Other of USPB | Consolidated Total of USPB | |||||||||||||
| Net sales | $ | $ | ( | ) | $ | $ | ||||||||||
| Cost of sales | ( | ) | ||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Other, net | ||||||||||||||||
| Income tax refund | ( | ) | ||||||||||||||
| Net loss at National Beef | ( | ) | ||||||||||||||
| Equity in loss of National Beef | ( | ) | ( | ) | ||||||||||||
| Net loss of USPB | $ | ( | ) | |||||||||||||
| Total assets | $ | $ | ( | ) | $ | $ | ||||||||||
| Total liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
| Capital expenditures for segment assets | $ | ( | ) | $ | $ | $ | ||||||||||
(1) Amounts reflect those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial statements.
| 13-weeks ended June 29, 2024 | ||||||||||||||||
| Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries (1) | Elimination of Unconsolidated Affiliate | Corporate and Other of USPB | Consolidated Total of USPB | |||||||||||||
| Net sales | $ | $ | ( | ) | $ | $ | ||||||||||
| Cost of sales | ( | ) | ||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Other, net | ||||||||||||||||
| Income tax refund | ( | ) | ||||||||||||||
| Net income at National Beef | ( | ) | ||||||||||||||
| Equity in net income of National Beef | ||||||||||||||||
| Net income of USPB | $ | |||||||||||||||
| Total assets | $ | $ | ( | ) | $ | $ | ||||||||||
| Total liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
| Capital expenditures for segment assets | $ | ( | ) | $ | $ | $ | ||||||||||
(1) Amounts reflect those recorded in National Beef Packing Company, LLC and subsidiaries consolidated financial statements.
| 6 |
| 26-weeks ended June 29, 2024 | ||||||||||||||||
| Equity Method Investment in National Beef Packing Company, LLC and Subsidiaries (1) | Elimination of Unconsolidated Affiliate | Corporate and Other of USPB | Consolidated Total of USPB | |||||||||||||
| Net sales | $ | $ | ( | ) | $ | $ | ||||||||||
| Cost of sales | ( | ) | ||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest income | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ||||||||||||||
| Other, net | ||||||||||||||||
| Income tax refund | ( | ) | ||||||||||||||
| Net income in National Beef | ( | ) | ||||||||||||||
| Equity in net income of National Beef | ||||||||||||||||
| Net income of USPB | $ | |||||||||||||||
| Total assets | $ | $ | ( | ) | $ | $ | ||||||||||
| Total liabilities | $ | $ | ( | ) | $ | $ | ||||||||||
| Capital expenditures for segment assets | $ | ( | ) | $ | $ | $ | ||||||||||
| (1) |
(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 June 28, 2025 and December 28, 2024, the
Company had accrued $
(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 June 28, 2025 and December 28, 2024, the Company had accrued $ and $, 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):
| June 28, 2025 | December 28, 2024 | |||||||
| (unaudited) | ||||||||
| Current phantom unit | $ | $ | ||||||
| Long-term phantom unit | ||||||||
| Total phantom accrual | $ | $ | ||||||
| 7 |
USPB provides its employees the opportunity to earn
cash incentives and bonuses. As of June 28, 2025 and December 28, 2024, the Company had accrued $
(5) Delivery Right Lease Income
As of June 28, 2025, USPB realized Delivery Right
Lease income of $
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 thirteen- and twenty-six-week periods ended June 28, 2025 and June 29, 2024, 10% of USPB’s net loss or net income was allocated to the Class A units and 90% to the Class B units. The net loss or 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.
| Net (Loss) Income Per Unit Calculation | 13-weeks ended | 26-weeks ended | ||||||||||||||
| (thousands of dollars, except unit and per unit data) | June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | ||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Basic and diluted (loss) income per unit: | ||||||||||||||||
| (Loss) income attributable to USPB available to members (numerator) | ||||||||||||||||
| Class A | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Class B | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted average outstanding units (denominator) | ||||||||||||||||
| Class A | ||||||||||||||||
| Class B | ||||||||||||||||
| Per unit amount | ||||||||||||||||
| Class A | $ | ) | $ | $ | ) | $ | ||||||||||
| Class B | $ | ) | $ | $ | ) | $ | ||||||||||
| 8 |
(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 thirteen and twenty-six week periods ended June 28, 2025 and June 29, 2024:
| Investment at December 28, 2024 | $ | |||
| Equity in net loss for thirteen-week period | ( | ) | ||
| Distributions | ||||
| Investment at March 29, 2025 | ||||
| Equity in net loss for thirteen-week period | ( | ) | ||
| Distributions | ||||
| Investment at June 28, 2025 | $ | |||
| Investment at December 30, 2023 | $ | |||
| Equity in net loss for thirteen-week period | ( | ) | ||
| Distributions | ||||
| Investment at March 30, 2024 | ||||
| Equity in net income for thirteen-week period | ||||
| Distributions | ||||
| Investment at June 29, 2024 | $ |
The difference between USPB’s percentage ownership share of NBP net loss or income and the recorded amount of Equity in net loss or 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 thirteen and twenty-six weeks ended June 28, 2025 and June 29, 2024 (thousands of dollars):
| 13-weeks ended | 26-weeks ended | |||||||||||||||
| June 28, 2025 | June 29, 2024 | June 28, 2025 | June 29, 2024 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of sales | ||||||||||||||||
| Selling, general, and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating (loss) income | ( | ) | ( | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) income before taxes | ( | ) | ( | ) | ||||||||||||
| Income tax refund (expense) | ( | ) | ||||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| 9 |
(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 June 28, 2025 and
December 28, 2024, Other accrued expenses and liabilities on the Company’s balance sheet reflected state taxes payable of less than
$
(9) Long-term Debt and Loan Agreements
On June 24, 2025, USPB and CoBank entered into an Amended and Restated Revolving Term Promissory Note (the “A&R Note”). The A&R Note amended and restated the Amended and Restated Revolving Term Promissory Note, dated July 13, 2020, issued by the USPB to CoBank, which had a scheduled maturity of June 30, 2025. The A&R Note was issued under that certain Credit Agreement, dated July 13, 2020, between the USPB and CoBank and is secured by an Affirmation of Pledge Agreement, dated July 13, 2020, providing CoBank with a first-priority security interest in USPB’s membership interests in, and distributions from, NBP.
The A&R Note provides for a $
USPB may request that the amount of the
revolving loan commitment be increased by an aggregate amount of up to $
USPB was in compliance with the financial covenant under its Credit Agreement as of June 28, 2025.
(10) Members’ Capital
The following table represents a reconciliation of Members’ Capital for the thirteen and twenty-six-weeks ended June 28, 2025 and June 29, 2024 (unaudited) (thousands of dollars).
| Balance at December 28, 2024 | $ | |||
| Net loss for the thirteen-week period ended March 29, 2025 | ( | ) | ||
| Balance at March 29, 2025 | ||||
| Net loss for the thirteen-week period ended June 28, 2025 | ( | ) | ||
| Advanced distribution | ||||
| Balance at June 28, 2025 | $ | |||
| Balance at December 30, 2023 | $ | |||
| Net loss for the thirteen-week period ended March 30, 2024 | ( | ) | ||
| Member distributions | ||||
| Class A ($0.45 per Class A unit) | ( | ) | ||
| Class B ($3.93 per Class B unit) | ( | ) | ||
| Balance at March 30, 2024 | ||||
| Net income for the thirteen-week period ended June 29, 2024 | ||||
| Member distributions | ||||
| Class A ($0.29 per Class A unit) | ( | ) | ||
| Class B ($2.55 per Class B unit) | ( | ) | ||
| Balance at June 29, 2024 | $ |
| 10 |
(11) Legal Proceedings
As of June 28, 2025, 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 (the “US Class Actions”)
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 “Canadian Class Actions”
and the “US Class Actions” are collectively referred to as 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 US 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. NBP has negotiated a settlement with the
plaintiffs in the Canadian Class Actions and will pay CAN $
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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 was submitted to the District Court for approval and the District Court granted a motion to preliminarily approve the settlement for approximately $14.2 million on January 15, 2025. NBP has paid the settlement funds into escrow. If the settlement is not ultimately approved, 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 of the financial statements were issued and determined there were no such other events to report.
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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 (including the imposition or potential imposition of tariffs), 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.
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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 herein has been provided to us by NBP. We have not independently verified the information.
NBP’s revenues in the thirteen-weeks ended June 28, 2025, increased approximately 5.3% in comparison to the thirteen-weeks ended June 29, 2024, primarily due to increased revenue per head. NBP’s cost of sales increased by approximately 7.6% for the thirteen-weeks ended June 28, 2025, as compared to the thirteen-weeks ended June 29, 2024, primarily due to increased cattle costs. For the thirteen-weeks ended June 28, 2025, NBP had a net loss of $34.1 million compared to a net income of $32.7 million for the thirteen-weeks ended June 29, 2024. Lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2025 period, as compared to the 2024 period.
NBP’s revenues in the twenty-six weeks ended June 28, 2025, increased approximately 10.1% in comparison to the twenty-six weeks ended June 29, 2024, primarily due higher average unit selling prices for many of NBP’s products. NBP’s cost of sales increased by approximately 12.6% for the twenty-six weeks ended June 28, 2025, as compared to the twenty-six weeks ended June 29, 2024, primarily due to higher prices for fed cattle. For the twenty-six weeks ended June 28, 2025, NBP had net loss of $101.2 million compared to net income of $29.2 million for the twenty-six weeks ended June 29, 2024. Lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2025 period, as compared to the 2024 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 26% and 23% of its cattle requirements under this agreement during the twenty-six-weeks ended June 28, 2025 and June 29, 2024, respectively.
USPB Results of Operations
Thirteen-weeks ended June 28, 2025 compared to thirteen-weeks ended June 29, 2024
Net Sales. There were no net sales in the thirteen-weeks ended June 28, 2025 and June 29, 2024.
Cost of Sales. There were no cost of sales in the thirteen-weeks ended June 28, 2025 and June 29, 2024.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $0.8 million for the thirteen-weeks ended June 28, 2025 and June 29, 2024.
Operating Loss. Operating loss was approximately $0.8 million for the thirteen-weeks ended June 28, 2025 and June 29, 2024.
Equity in Net Loss/Income of National Beef Packing Company, LLC. Equity in NBP net loss was $5.3 million for the thirteen-weeks ended June 28, 2025 compared to net income of $4.8 million for the thirteen-weeks ended June 29, 2024. USPB carries its 15.0729% investment in NBP under the equity method of accounting.
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Interest Income. Interest income was $0.6 million for the thirteen-weeks ended June 28, 2025, compared to approximately $0.8 million for the thirteen-weeks ended June 29, 2024.
Other, net. Other income was $0.7 million for the thirteen-weeks ended June 28, 2025 compared to other income of $0.5 million for the thirteen-weeks ended June 29, 2024. The income in both periods was primarily delivery right lease income.
Net (Loss)/Income. Net loss was $4.7 million for the thirteen-weeks ended June 28, 2025 compared to net income of $5.3 million thirteen-weeks ended June 29, 2024.
Twenty-six-weeks ended June 28, 2025 compared to twenty-six-weeks ended June 29, 2024
Net Sales. There were no net sales in the twenty-six-weeks ended June 28, 2025 and June 29, 2024.
Cost of Sales. There were no cost of sales in the twenty-six-weeks ended June 28, 2025 and June 29, 2024.
Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $1.8 million for the twenty-six-weeks ended June 28, 2025 and June 29, 2024.
Operating Loss. Operating loss was approximately $1.8 million for the twenty-six-weeks ended June 28, 2025 and June 29, 2024.
Equity in Net Loss /Income of National Beef Packing Company, LLC. Equity in NBP net loss was $15.6 million for the twenty-six-weeks ended June 28, 2025, compared to net income of $4.1 million for the twenty-six-weeks ended June 29, 2024. USPB carries its 15.0729% investment in NBP under the equity method of accounting.
Interest Income. Interest income was $1.2 million for the twenty-six-weeks ended June 28, 2025 compared to approximately $1.6 million for the twenty-six-weeks ended June 29, 2024.
Other, net. Other income was $0.8 million for the twenty-six-weeks ended June 28, 2025, compared to other income of $0.6 million for the twenty-six-weeks ended June 29, 2024. The income in both periods was primarily delivery right lease income.
Net (Loss)/Income. Net loss was $15.3 million for the twenty-six-weeks ended June 28, 2025, compared to net income of $4.6 million twenty-six-weeks ended June 29, 2024.
Liquidity and Capital Resources
As of June 28, 2025, we had net working capital (the excess of current assets over current liabilities) of approximately $67.9 million, which included cash and cash equivalents of $20.7 million. As of December 28, 2024, we had net working capital of approximately $67.5 million, which included cash and cash equivalents of $39.0 million. Our primary sources of liquidity for the first two quarters of fiscal year 2025 and fiscal year 2024 were cash and available borrowings from CoBank.
As of June 28, 2025, 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 Credit Agreement as of June 28, 2025.
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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 the 2024 Form 10-K.
Operating Activities
Net cash used in operating activities in the twenty-six-weeks ended June 28, 2025 was approximately $0.6 million compared to approximately $0.3 million in the twenty-six-weeks ended June 29, 2024.
Investing Activities
Net cash used in investing activities was approximately $17.7 million in the twenty-six-weeks ended June 28, 2025 compared to $20.0 million in the twenty-six-weeks ended June 29, 2024. The decrease was due to the maturity of investments in Certificates of Deposit in the current period.
Financing Activities
Net cash provided by financing activities was $0.0 million in the twenty-six-weeks ended June 28, 2025 compared to net cash used of $9.9 million in the twenty-six-weeks ended June 29, 2024. The $10.0 million decrease was due to no distributions in the current period.
Credit Agreement
On June 24, 2025, USPB and CoBank entered into (the “A&R Note”). The A&R Note amended and restated the Amended and Restated Revolving Term Promissory Note, dated July 13, 2020, issued by the Company to CoBank, which had a scheduled maturity of June 30, 2025.
The A&R Note provides for a $1.0 million revolving term commitment. That commitment carries a term of five years, maturing on June 30, 2030. Amounts outstanding under the A&R Note bear interest at 2.6% plus the higher of 0.00% and Daily Simply SOFR (as defined in the Promissory Note).
USPB may request that the amount of the revolving loan commitment be increased by an aggregate amount of up to $30.0 million. Any requested increase must be for at least $5.0 million and advancing such amount will be at the discretion of CoBank.
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 June 28, 2025, 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 SEC filings. There have been no changes in our internal controls over financial reporting during the twenty-six-weeks ended June 28, 2025 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.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
As of June 28, 2025, 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 the (“US Class Actions”) 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 “Canadian Class Actions” and the “US Class Actions” are collectively referred to as 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 US 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. NBP has negotiated a settlement with the plaintiffs in the Canadian Class Actions and will pay CAN $495,000 to resolve these claims. The settlement is subject to approval of the Canadian courts overseeing the matters. If the settlement is not ultimately approved, there can be no assurances, however, as to the outcome of the Canadian Class Actions or the impact on the NBP’s consolidated financial position, results of operations and cash flows.
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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 was submitted to the District Court for approval and the District Court granted a motion to preliminarily approve the settlement for approximately $14.2 million on January 15, 2025. NBP has paid the settlement funds into escrow. If the settlement is not ultimately approved, 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 the 2024 Form 10-K have not materially changed. Please refer to the 2024 Form 10-K 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 June 28, 2025, no director
or officer
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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). |
| 10.1 | Amended and Restated Revolving Term Promissory Note between U.S. Premium Beef, LLC and CoBank, ACB, dated June 24, 2025 (incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 333-115164) filed with the SEC on July 16, 2025). |
| 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.
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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 (Principal Executive Officer) | ||
| By: | /s/ Scott J. Miller | |
|
Scott J. Miller (Principal Financial and Accounting Officer) |
Date: August 6, 2025
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