---

 

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

 

 

For the quarterly period ended September 26, 2015

or

 

 

Commission file number 333-115164

U.S. PREMIUM BEEF, LLC
(Exact name of registrant as specified in its charter)

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 and posted on its corporate Web site, if any, 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 or a small reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☑

Small Reporting 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 31, 2015, there were 735,385 Class A units and 755,385 Class B units outstanding.    

---

 

---

 

 

	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.	7
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4.	Controls and Procedures.	11
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings.	12
Item 1A.	Risk Factors.	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3.	Defaults Upon Senior Securities.	12
Item 4.	Mine Safety Disclosures.	12
Item 5.	Other Information.	12
Item 6.	Exhibits.	12
	Signatures.	14

 

 

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).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

---

 

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(thousands of dollars, except unit information)
Assets				September 26, 2015			December 27, 2014
Current assets:
	Cash and cash equivalents		$	89,749		$	92,344
	Due from affiliates			96			82
	Other current assets			15			5
		Total current assets		89,860			92,431
Property, plant, and equipment, at cost				223			219
	Less accumulated depreciation			200			214
		Net property, plant, and equipment		23			5
Investment in National Beef Packing Company, LLC				136,447			147,808
Other assets				197			257
		Total assets	$	226,527		$	240,501
Liabilities and Capital Shares and Equities
Current liabilities:
	Accounts payable - trade		$	27		$	34
	Due to affiliates			19			17
	Accrued compensation and benefits			977			1,169
	Other accrued expenses and liabilities			51			120
	Patronage notices payable			90			90
	Distributions payable			2			2
		Total current liabilities		1,166			1,432
Long-term liabilities:
	Other liabilities			5,229			5,983
		Total long-term liabilities		5,229			5,983
		Total liabilities		6,395			7,415
Commitments and contingencies				-			-
Capital shares and equities:
	Members' capital, 735,385 Class A units and 755,385 Class B units
		authorized, issued and outstanding		220,132			233,086
		Total capital shares and equities		220,132			233,086
		Total liabilities and capital shares and equities	$	226,527		$	240,501
See accompanying notes to consolidated financial statements.

 

2

---

 

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES Statements of Operations (thousands of dollars, except per unit and per unit data)
					13 weeks ended			13 weeks ended			39 weeks ended			39 weeks ended
					September 26, 2015			September 27, 2014			September 26, 2015			September 27, 2014
					(unaudited)			(unaudited)			(unaudited)			(unaudited)
Net sales				$	-		$	-		$	-		$	-
Costs and expenses:
	Cost of sales				-			-			-			-
	Selling, general, and administrative expenses				430			540			1,616			2,354
	Depreciation and amortization				2			-			4			1
		Total costs and expenses			432			540			1,620			2,355
			Operating loss		(432)			(540)			(1,620)			(2,355)
Other (expense) income:
	Interest income				11			12			34			35
	Interest expense				(3)			(3)			(9)			(27)
	Equity interest in net (loss) income of National Beef
		Packing Company, LLC			(4,856)			4,020			(11,361)			692
	Other, net				2			28			2			201
			(Loss) income before taxes		(5,278)			3,517			(12,954)			(1,454)
Income tax expense					-			-			-			-
			Net (loss) income	$	(5,278)		$	3,517		$	(12,954)		$	(1,454)
(Loss) income per unit:
	Basic
		Class A units		$	(0.72)		$	0.48		$	(1.76)		$	(0.20)
		Class B units		$	(6.29)		$	4.19		$	(15.43)		$	(1.73)
	Diluted
		Class A units		$	(0.72)		$	0.48		$	(1.76)		$	(0.20)
		Class B units		$	(6.29)		$	4.19		$	(15.43)		$	(1.73)
Outstanding weighted-average Class A and Class B units:
	Basic
		Class A units			735,385			735,385			735,385			735,385
		Class B units			755,385			755,385			755,385			55,385
	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.

 

3

---

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Statements of Cash Flows
(thousands of dollars)
							39 weeks ended			39 weeks ended
							September 26, 2015			September 27, 2014
							(unaudited)			(unaudited)
Cash flows from operating activities:
	Net loss					$	(12,954)		$	(1,454)
	Adjustments to reconcile net loss to net cash used in
		operating activities:
		Depreciation and amortization					4			1
		Equity in net loss (earnings) of National Beef Packing Company, LLC					11,361			(692)
		Changes in assets and liabilities:
			Due from affiliates				(14)			562
			Other receivables				-			3
			Other assets				50			437
			Accounts payable				(7)			(17)
			Due to affiliates				2			18
			Accrued compensation and benefits				(946)			(3,052)
			Other accrued expenses and liabilities				(69)			(59)
				Net cash used in operating activities			(2,573)			(4,253)
Cash flows from investing activities:
	Capital expenditures						(22)			-
	Distribution from National Beef Packing Company, LLC						-			1,979
	Release of escrowed funds related to the 2011 transaction with Leucadia						-			36,943
		Net cash (used in) provided by investing activities					(22)			38,922
Cash flows from financing activities:
	Change in overdraft balances						-			(221)
	Prior year excess distribution						-			818
	Member distributions						-			(2,087)
				Net cash used in financing activities			-			(1,490)
					Net (decrease) increase in cash		(2,595)			33,179
Cash and cash equivalents at beginning of the period							92,344			59,812
Cash and cash equivalents at end of the period						$	89,749		$	92,991
See accompanying notes to financial statements.

 

 

 

4

---

U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

(1) Interim Financial Statements

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), for interim financial information; therefore, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using management’s best estimates and judgments where appropriate.  These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.  The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period.  Actual results could differ materially from these estimates and judgments.  For further information, refer to the audited Consolidated Financial Statements and Notes to Consolidated 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 27, 2014.  The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

As a result of the transaction with Leucadia National Corporation (Leucadia) on December 30, 2011 in which Leucadia purchased 56.2415% of the membership interests in National Beef Packing Company, LLC (NBP) from the Company, the Company’s financial statements are no longer consolidated with NBP.  USPB’s remaining 15.0729% investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control.

 (2) Members’ Capital

The following table represents a reconciliation of Members’ Capital for the thirty-nine week period ended September 26, 2015 (thousands of dollars).

Balance at December 27, 2014	$	233,086
Net loss for the thirty-nine week period ended September 26, 2015		(12,954)
Balance at September 26, 2015	$	220,132

 (3) Net (Loss) Income Attributable to USPB Per Unit

Under the LLC structure, earnings of the Company are to be distributed to unitholders based on their proportionate share of underlying equity, and, as a result, income attributable to USPB 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 net income (loss) attributable to USPB to Class A units and the remainder is allocated to Class B units.  For the thirteen and thirty-nine week periods ended September 26, 2015 and September 27, 2014, net (loss) income, respectively, was allocated 10% to the Class A’s and 90% to the Class B’s.  The net (loss) income allocated to the Class A and Class B units is then divided by the weighted-average number of Class A and Class B units outstanding for the period to determine the basic EPU for each respective class of unit. 

Diluted EPU reflects the potential dilution that could occur if the purchase rights or appreciation right provided for in the former CEO’s employment agreement were exercised.  The diluted loss per Class A unit calculations for the thirty-nine week period ended September 27, 2014 in the following table excludes the effect of the 20,000 Class A unit purchase rights as the effect of including them would have been anti-dilutive to the calculation.  In early April 2014, the former CEO exercised his right to receive unit appreciation rights on his 20,000 Class A phantom units and was paid approximately $2.2 million for the Class A phantom appreciation right payment.  As the exercise occurred in early April 2014, the potential dilutive effect of the 20,000 Class A units was not taken into consideration in the 13 week period ended September 27, 2014.  There are no other potentially dilutive Class A or Class B units outstanding.

 

5

---

 

Net (Loss) Income Per Unit Calculation
	13 weeks ended September 26, 2015			13 weeks ended September 27, 2014			39 weeks ended September 26, 2015			39 weeks ended September 27, 2014
(thousands of dollars, except unit and per unit data)
Basic net (loss) income per unit:
Net (loss) income attributable to USPB available to
unitholders (numerator)
Class A	$	(528)		$	352		$	(1,295)		$	(145)
Class B	$	(4,751)		$	3,165		$	(11,659)		$	(1,309)
Weighted average outstanding units (denominator)
Class A		735,385			735,385			735,385			735,385
Class B		755,385			755,385			755,385			755,385
Per unit amount
Class A	$	(0.72)		$	0.48		$	(1.76)		$	(0.20)
Class B	$	(6.29)		$	4.19		$	(15.43)		$	(1.73)
Diluted net (loss) income per unit:
Net (loss) income attributable to USPB available to
unitholders (numerator)
Class A	$	(528)		$	352		$	(1,295)		$	(145)
Class B	$	(4,751)		$	3,165		$	(11,659)		$	(1,309)
Weighted average outstanding Class A units		735,385			735,385			735,385			735,385
Effect of dilutive securities - Class A unit options		-			-			-			-
Units (denominator)		735,385			735,385			735,385			735,385
Weighted average outstanding Class B units		755,385			755,385			755,385			755,385
Effect of dilutive securities - Class B unit options		-			-			-			-
Units (denominator)		755,385			755,385			755,385			755,385
Per unit amount
Class A	$	(0.72)		$	0.48		$	(1.76)		$	(0.20)
Class B	$	(6.29)		$	4.19		$	(15.43)		$	(1.73)

 

6

---

(4) Investment in National Beef Packing Company, LLC

As of December 31, 2011, USPB’s investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control.  Below is a summary of the results of operations for NBP for the thirteen and thirty-nine week periods ended September 26, 2015 and September 27, 2014 (thousands of dollars):

					13 weeks ended			13 weeks ended			39 weeks ended			39 weeks ended
					September 26, 2015			September 27, 2014			September 26, 2015			September 27, 2014
Net sales					$	1,863,040		$	1,983,058		$	5,709,835		$	5,872,424
Costs and expenses:
	Cost of sales					1,849,023			1,917,114			5,658,679			5,750,762
	Selling, general, and administrative expenses					15,485			14,482			46,882			43,392
	Depreciation and amortization					22,528			21,479			66,397			63,434
		Total costs and expenses				1,887,036			1,953,075			5,771,958			5,857,588
			Operating (loss) income			(23,996)			29,983			(62,123)			14,836
Other (expense) income:
	Interest income					3			2			20			6
	Interest expense					(3,902)			(3,910)			(12,619)			(11,130)
	Other, net					(3,786)			232			56			1,101
		Loss (income) before taxes				(31,681)			26,307			(74,666)			4,813
Income tax expense						(538)			362			(710)			(225)
		Net (loss) income				(32,219)			26,669			(75,376)			4,588
NBP's net (loss) income attributable to USPB					$	(4,856)		$	4,020		$	(11,361)		$	692

Operating losses, economic and industry events, and a variety of other factors may result in a decrease in the value of the investment in NBP, which is other than temporary.  Such potential decreases in value will cause the Company to record an impairment charge, which may have an impact on the trading values of USPB’s Class A and Class B units.  If the beef industry continues to experience a compressed margin environment, which causes NBP to continue to incur operating losses, the Company will record an impairment charge.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our consolidated 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 issues, livestock disease, including the identification of cattle with Bovine Spongiform Encephalopathy, product contamination and recall concerns, competitive practices and consolidation in the cattle production and processing industries and among our customers, actions of domestic or foreign governments, hedging risk, changes in interest rates and foreign currency exchange rates, trade barriers and exchange controls, 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.

7

---

Investment in National Beef Packing Company, LLC

On December 30, 2011, USPB sold the majority of its ownership interest in NBP.  On that date, USPB’s investment in NBP was measured at fair value and has since been carried under the equity method of accounting.  Operating losses, economic and industry events, and a variety of other factors may result in a decrease in the value of the investment which is other than temporary.  Such potential decreases in value will cause the Company to record an impairment charge, which may have an impact on the trading values of USPB’s Class A and Class B units.  If the beef industry continues to experience a compressed margin environment, which causes NBP to continue to incur operating losses, the Company will record an impairment charge.

NBP processes and markets fresh boxed beef, case-ready beef, beef by-products and wet blue leather for domestic and international markets.  It operates two beef processing facilities, three consumer-ready facilities and a wet blue tanning facility, all located in the U.S.  NBP’s products include boxed beef, ground beef, hides, tallow, and other beef and beef by-products.  The wet blue tanning facility is one of the largest in the world and sells processed hides to tanners that produce finished leather for the automotive, luxury goods, apparel and furniture industries.  NBP owns Kansas City Steak Company, LLC, which sells portioned beef and other products to customers in the food service and retail channels as well as direct to consumers through the internet and direct mail.  NBP also owns a refrigerated and livestock transportation company that provides transportation services for NBP and third parties.

NBP’s 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.  Because NBP operates in a large and liquid commodity market, it does not have much influence over the price it pays for cattle or the selling price it receives for the products it produces.  NBP’s profitability typically fluctuates seasonally as well as cyclically, with relatively higher margins in the spring and summer months and during times of ample cattle availability.

Sales in the thirteen and thirty-nine weeks ended September 26, 2015 decreased in comparison to the same periods in fiscal year 2014, due primarily to lower sales volume, as fewer cattle were processed.  In the current quarter, the decline in sales also reflected a decrease in selling prices.  Additionally, during the current quarter and year-to-date period, decreases to revenues of $34.1 million and $36.4 million, respectively, were recorded as a result of mark-to-market adjustments on NBP’s futures position due to a significant drop in live cattle futures prices late in the quarter. For the thirty-nine week period in 2015, the decline in sales volume was partially offset by higher selling prices. 

The change in cost of sales during the thirteen week period in 2015 as compared to the same period in 2014, primarily reflects a decline in the number of cattle processed and a decrease in the price of cattle. For the year-to-date period, the cost of sales declined compared to the same period in 2014, due to  fewer cattle processed that was partially offset by an increase in the price of cattle. As a result, gross margin was compressed and pre-tax results were adversely impacted.

USPB Results of Operations

Thirteen weeks ended September 26, 2015 compared to thirteen weeks ended September 27, 2014

Net Sales.  There were no Net Sales in the thirteen week periods ended September 26, 2015 and September 27, 2014.   

Cost of Sales.  There were no Cost of Sales in the thirteen week periods ended September 26, 2015 and September 27, 2014.   

 

8

---

 

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were approximately $0.4 million for the thirteen weeks ended September 26, 2015 compared to approximately $0.5 million for the thirteen weeks ended September 27, 2014, a decrease of approximately $0.1 million.  The decrease is primarily due to lower bonus expenses, which were partially offset by higher legal expenses.

Operating Loss.  Operating loss was approximately $0.4 million for the thirteen weeks ended September 26, 2015 compared to an operating loss of approximately $0.5 million for the thirteen weeks ended September 27, 2014, a decrease of approximately $0.1 million.   

Equity Interest in Net Loss (Income) of National Beef Packing Company, LLC.  Equity in NBP’s net loss was $4.9 million for the thirteen weeks ended September 26, 2015 compared to equity in NBP net income of $4.0 million for the thirteen weeks ended September 27, 2014.  The increase in net loss is primarily due to lower gross margins at NBP.  USPB carries its 15.0729% investment in NBP under the equity method of accounting.

Net Loss (Income).  Net loss for the thirteen-week period ended September 26, 2015 was approximately $5.3 million compared to net income of approximately $3.5 million for the thirteen-week period ended September 27, 2014, a change of approximately $8.8 million.

Thirty-nine weeks ended September 26, 2015 compared to thirty-nine weeks ended September 27, 2014

Net Sales.  There were no Net Sales in the thirty-nine week periods ended September 26, 2015 and September 27, 2014.   

Cost of Sales.  There were no Cost of Sales in the thirty-nine week periods ended September 26, 2015 and September 27, 2014.   

Selling, General and Administrative Expenses.  Selling, general and administrative expenses were approximately $1.6 million for the thirty-nine weeks ended September 26, 2015 compared to approximately $2.4 million for the thirty-nine weeks ended September 27, 2014, a decrease of approximately $0.8 million.  The decrease is primarily due to lower non-compete and bonus expenses, which were partially offset by higher legal expenses.

Operating Loss.  Operating loss was approximately $1.6 million for the thirty-nine weeks ended September 26, 2015 compared to an operating loss of approximately $2.4 million for the thirty-nine weeks ended September 27, 2014, a decrease of approximately $0.8 million.   

Equity Interest in Net Loss (Income) of National Beef Packing Company, LLC.  Equity in NBP’s net loss was $11.4 million for the thirty-nine weeks ended September 26, 2015 compared to equity in net income of $0.7 million for the thirty-nine weeks ended September 27, 2014.  The increase in net loss is primarily due to lower gross margins at NBP.  USPB carries its 15.0729% investment in NBP under the equity method of accounting.

Other, net.  Other income was $0.0 million and $0.2 million for the thirty-nine weeks ended September 26, 2015 and September 27, 2014, respectively, a decrease of approximately $0.2 million.  The decrease was primarily due to lower lease income on Company owned cattle delivery rights.

Net Loss.  Net loss for the thirty-nine-week period ended September 26, 2015 was approximately $13.0 million compared to net loss of approximately $1.5 million for the thirty-nine-week period ended September 27, 2014, an increased loss of approximately $11.5 million.

Liquidity and Capital Resources

As of September 26, 2015, we had net working capital (the excess of current assets over current liabilities) of approximately $88.7 million, which included cash and cash equivalents of $89.7 million.  As of December 27, 2014, we had net working capital of approximately $91.0 million, which included cash and cash equivalents of $92.3 million.  Our primary sources of liquidity for the first three quarters of fiscal year 2015 and fiscal year 2014 were cash, and cash and cash flow from investing activities, respectively, and available borrowings under the Master Loan Agreement. 

 

9

---

As of September 26, 2015, USPB had no long-term debt outstanding.  We had a $5.0 million revolving term loan with CoBank all of which was available.  USPB was in compliance with all of the financial covenants under its Master Loan Agreement as of September 26, 2015.

USPB believes available borrowings under the Master Loan Agreement and cash will be sufficient to support its working capital and cash flow requirements. 

If NBP continues to sustain losses and does not make distributions to the Company, we believe our cash and available borrowings under our Master Loan Agreement 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 2014.

Operating Activities

Net cash used in operating activities in the thirty-nine weeks ended September 26, 2015 was approximately $2.6 million compared to approximately $4.3 million in the thirty-nine weeks ended September 27, 2014.  The $1.7 million decrease was primarily due to the appreciation right payment made to the former CEO in April 2014.

Investing Activities

Net cash provided by investing activities in the thirty-nine weeks ended September 26, 2015 was $0.0 million compared to approximately $38.9 million for the thirty-nine weeks ended September 27, 2014.  The cash flows in the 2014 period related to the receipt of the monies that were placed in escrow as a result of the 2011 transaction with Leucadia, and a distribution from NBP.    

Financing Activities

Net cash used in financing activities was $0.0 million in the thirty-nine weeks ended September 26, 2015 compared to $1.5 million in the thirty-nine weeks ended September 27, 2014.  The change was primarily related to distributions to USPB’s unitholders in 2014, which was partially offset by the collection of tax year 2012 over-distributions. 

Master Loan Agreement

On May 29, 2014, USPB and CoBank entered into a Revolving Term Loan Supplement to the Master Loan Agreement dated July 26, 2011.  The new Revolving Term Loan Supplement provides for a $5 million revolving credit commitment, a reduction of $10 million from the prior commitment.  The new commitment carries a term of three years, maturing on June 30, 2017. 

The Pledge Agreement provides CoBank with a first-priority security interest in USPB’s membership interests in, and distributions from, NBP.

All of the $5 million revolving credit commitment was available as of September 26, 2015.  Borrowings under the revolving credit commitment bear interest at the base rate or LIBOR rate plus applicable margin.

On December 30, 2011, in connection with the closing of the transaction with Leucadia, the Company and CoBank entered into the Consent and First Amendment to Pledge Agreement and Security Agreement, by which CoBank agreed to (i) consent to the Membership Interest Sale and the PA Distribution, (ii) release its security interest in, and liens on, the Membership Interests being sold pursuant to the Membership Interest Sale, (iii) consent to the NBP Pledge and (iv) consent to the amendments and restatements of the NBP Operating Agreement and the PA Newco Operating Agreement. The NBP Pledge grants NBP a perfected security interest in and to USPB’s membership interests in, and distributions from, NBP, subject only to the prior first priority security interest held by CoBank.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

10

---

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 26, 2015, 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 Consolidated 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 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 thirteen weeks ended September 26, 2015 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.

 

 

 

 

 

11

---

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

The risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 27, 2014 have not materially changed.  Please refer to the Company’s report on Form 10-K for the fiscal year ended December 27, 2014 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.

None.        

Item 6. Exhibits.

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	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **

 

 

 

12

---

 

 

 

 

**  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.

 

 

 

 

 

 

 

 

 

 

 

13

---

 

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.

 

 

                                                                                                            

 

 

 

 

 

Date: November 6, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14