UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 30, 2011
U.S. PREMIUM BEEF, LLC
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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333-115164 |
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20-1576986 |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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12200 North Ambassador Drive |
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64163 |
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(Address of principal executive offices) |
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(Zip Code) |
(816) 713-8800
Registrant’s telephone, number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A is filed as an amendment to U.S. Premium Beef, LLC’s Current Report on Form 8-K dated December 30, 2011 and filed by the Company with the Securities and Exchange Commission on that date (the “Closing 8-K”). The Closing 8-K announced the closing of transactions contemplated by and pursuant to the Membership Interest Purchase Agreement dated December 5, 2011 between and among U.S. Premium Beef, LLC, Leucadia National Corporation, National Beef Packing Company, LLC, NBPCo Holdings, LLC, TKK Investments, LLC, TMKCo, LLC and TMK Holdings, LLC. The information previously reported in the Closing 8-K is hereby incorporated by reference into this Form 8-K/A. This Form 8-K/A amends Item 9.01 of the Closing 8-K to provide the pro forma financial statements for the fiscal year ending August 27, 2011, as contemplated by the Closing 8-K.
ITEM 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The pro forma financial information required by virtue of the transactions described in Section 2.01 of the Closing 8-K is attached as Exhibit 99.4 to this Report.
(c) Exhibits
The following is filed as an Exhibit to this Report:
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Exhibit No. |
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Description of Exhibit |
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99.4 |
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Pro forma financial statements for the fiscal year ending August 27, 2011. |
SIGNATURE
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.
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U.S. PREMIUM BEEF, LLC | |
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By |
/s/ Steven D. Hunt |
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Steven D. Hunt, |
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Chief Executive Officer |
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Dated: January 6, 2012 |
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Exhibit 99.4
The following unaudited selected pro forma financial data and explanatory notes are intended to provide information about how the sale of 79.6% of U.S. Premium Beef, LLC’s (USPB) ownership interest in National Beef Packing Company, LLC (NBP) to Leucadia National Corporation (LUK) might have affected our historical consolidated balance sheet if it had been consummated as of August 27, 2011 and our historical consolidated statement of operations if it had been consummated as of August 28, 2010. The following unaudited pro forma financial data are provided for informational purposes only and do not necessarily reflect our results of operations or financial position had the acquisition occurred as of the date indicated, nor should they be taken as necessarily indicative of our future results of operation or financial position.
U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Proforma Balance Sheet
(thousands of dollars, except unit information)
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Historical |
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Pro Forma (6) |
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Pro Forma |
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8/27/2011 |
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Adjustments |
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8/27/2011 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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78,567 |
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559,172 |
(1) |
637,739 |
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Accounts receivable, less allowance for returns and doubtful accounts of $3,368 and $2,891, respectively |
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200,254 |
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(200,254 |
)(2) |
0 |
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Due from affiliates |
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5,868 |
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(5,803 |
)(2) |
65 |
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Other receivables |
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7,448 |
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(7,448 |
)(2) |
0 |
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Inventories |
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276,783 |
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(276,783 |
)(2) |
0 |
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Other current assets |
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25,975 |
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(25,975 |
)(2) |
0 |
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Total current assets |
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594,895 |
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42,909 |
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637,804 |
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Property, plant, and equipment, at cost |
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608,261 |
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(608,020 |
)(3) |
241 |
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Less accumulated depreciation |
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271,877 |
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(271,649 |
)(3) |
228 |
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Net property, plant, and equipment |
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336,384 |
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(336,371 |
) |
13 |
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Goodwill |
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86,251 |
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(86,251 |
)(3) |
0 |
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Other intangible assets, net of accumulated amortization of $18,230 and $16,128, respectively |
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56,520 |
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(56,520 |
)(3) |
(0 |
) |
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Investment in National Beef Packing Company, LLC |
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144,390 |
(4) |
144,390 |
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Other assets |
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8,119 |
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(7,690 |
)(2) |
429 |
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Total assets |
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1,082,169 |
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(299,533 |
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782,636 |
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Liabilities and Capital Shares and Equities |
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Current liabilities: |
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Current installments of long-term debt |
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38,486 |
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(38,486 |
)(2) |
0 |
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Cattle purchases payable |
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73,407 |
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(73,407 |
)(2) |
0 |
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Accounts payable - trade |
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81,245 |
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(81,226 |
)(2) |
19 |
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Due to affiliates |
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486 |
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(460 |
)(2) |
26 |
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Accrued compensation and benefits |
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83,124 |
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(77,288 |
)(2) |
5,836 |
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Accrued insurance |
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17,271 |
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(17,271 |
)(2) |
0 |
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Other accrued expenses and liabilities |
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19,946 |
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(19,242 |
)(2) |
704 |
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Distributions payable |
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8,199 |
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(7,987 |
)(2) |
212 |
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Total current liabilities |
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322,164 |
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(315,367 |
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6,797 |
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Long-term liabilities: |
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Long-term debt, excluding current installments |
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321,926 |
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(321,926 |
)(2) |
0 |
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Other liabilities |
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1,954 |
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(1,954 |
)(2) |
0 |
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Total long-term liabilities |
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323,880 |
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(323,880 |
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0 |
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Total liabilities |
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646,044 |
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(639,247 |
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6,797 |
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Non-controlling interest in National Beef Packing Company, LLC |
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351,071 |
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(351,071 |
)(2) |
0 |
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Capital shares and equities: |
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Members’ capital, 735,385 and 735,385 Class A units and 755,385 and 755,385 |
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Class B units authorized, issued and outstanding |
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39,768 |
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693,941 |
(5) |
733,709 |
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Patronage notices |
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42,130 |
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0 |
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42,130 |
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Accumulated other comprehensive income |
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68 |
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(68 |
)(2) |
0 |
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Total capital shares and equities attributable to USPB |
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81,966 |
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693,873 |
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775,839 |
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Non-controlling interest in Kansas City Steak Company, LLC |
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3,088 |
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(3,088 |
)(2) |
0 |
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Total capital shares and equities |
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85,054 |
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690,785 |
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775,839 |
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Total liabilities, non-controlling interest in NBP and capital shares and equities |
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1,082,169 |
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(299,533 |
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782,636 |
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Notes:
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(1) |
Eliminates cash held by NBP as of the balance sheet date plus cash received by USPB at closing of the transaction with LUK ($609,834) |
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(2) |
Eliminates assets held by NBP as of the balance sheet date |
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(3) |
Eliminates assets held by NBP as of the balance sheet date and purchase accounting related to FY 2009 purchase of minority interests |
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(4) |
USPB’s estimated ongoing investment in NBP (15.0729%) giving consideration to transaction equity value and assuming a 16.7% control premium. USPB has a Board seat at NBP and expects to record its investment in NBP as an equity method investment following the LUK transaction. |
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(5) |
Adjustment includes estimated gain on sale to LUK of $748,933 and eliminates purchase accounting related to FY2009 purchase of minority interests |
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(6) |
Proceeds from transaction will be distributed to USPB unitholders ($517,704), used to redeem patronage notices ($42,130) and the balance held for working capital purposes. |
U.S. PREMIUM BEEF, LLC AND SUBSIDIARIES
Proforma Statement of Operations
(thousands of dollars, except unit information)
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Historical |
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Pro Forma |
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Pro Forma |
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Net sales |
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$ |
6,849,467 |
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$ |
(6,849,467 |
)(1) |
$ |
— |
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Costs and expenses: |
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Cost of sales |
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6,473,292 |
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(6,473,292 |
)(1) |
— |
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Selling, general, and administrative expenses |
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60,669 |
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(52,023 |
)(1) |
8,646 |
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Depreciation and amortization |
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54,590 |
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(54,578 |
)(2) |
12 |
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Total costs and expenses |
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6,588,551 |
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(6,579,893 |
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8,658 |
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Operating income |
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260,916 |
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(269,574 |
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(8,658 |
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Other income (expense): |
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Interest income |
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33 |
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(15 |
)(1) |
18 |
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Interest expense |
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(11,746 |
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11,708 |
(1) |
(38 |
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Equity In earnings of NBP investment |
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— |
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39,045 |
(3) |
39,045 |
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Other, net |
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279 |
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(305 |
)(1) |
(26 |
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Total other expense |
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(11,434 |
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50,433 |
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38,999 |
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Income before taxes |
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249,482 |
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(219,141 |
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30,341 |
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Income tax expense |
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(2,590 |
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2,525 |
(1) |
(65 |
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Net income |
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246,892 |
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(216,616 |
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30,276 |
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Less: Net income attributable to non-controlling interest in: |
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Kansas City Steak Company, LLC |
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(551 |
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551 |
(4) |
— |
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National Beef Packing Company, LLC |
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(78,747 |
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78,747 |
(5) |
— |
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Net income attributable to U.S. Premium Beef, LLC |
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$ |
167,594 |
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$ |
(137,318 |
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$ |
30,276 |
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Earnings per unit: |
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Basic |
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Class A units |
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$ |
22.79 |
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$ |
4.12 |
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Class B units |
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$ |
199.68 |
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$ |
36.07 |
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Diluted |
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Class A units |
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$ |
22.42 |
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$ |
4.05 |
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Class B units |
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$ |
199.68 |
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$ |
36.07 |
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Outstanding weighted-average Class A and Class B units: |
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Basic |
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Class A units |
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735,385 |
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735,385 |
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Class B units |
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755,385 |
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755,385 |
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Diluted |
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Class A units |
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747,600 |
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747,600 |
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Class B units |
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755,385 |
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755,385 |
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Notes:
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(1) |
Eliminates NBP statement of operations items |
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(2) |
Eliminates NBP statement of operations items and purchase accounting related to FY 2009 purchase of minority interests |
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(3) |
Represents USPB’s share (15.0729%) of NBP’s earnings recorded on the equity method |
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(4) |
Eliminates non-controlling interest in Kansas City Steak Company, LLC |
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(5) |
Eliminates non-controlling interest in National Beef Packing Company, LLC’s |