10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark one)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018
or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___ .

Commission file number 333-115164

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

DELAWARE	20-1576986
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

12200 North Ambassador Drive
Kansas City, MO 64163

(Address of principal executive offices)

Telephone: (866) 877-2525

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑  No ☐

     Indicate by check mark whether the registrant has submitted electronically 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 July 28, 2018, 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 Conditionand Results of Operations.	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4.	Controls and Procedures.	10
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings.	11
Item 1A.	Risk Factors.	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	11
Item 3.	Defaults Upon Senior Securities.	11
Item 4.	Mine Safety Disclosures.	11
Item 5.	Other Information.	11
Item 6.	Exhibits.	11
	Signatures.	12

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.

ii

 

PART I.    FINANCIAL INFORMATION

Item 1.      Financial Statements (unaudited).

1

 

U.S. PREMIUM BEEF, LLC
Balance Sheets
(thousands of dollars, except unit information)

Assets	June 30, 2018		December 30, 2017
Current assets:
Cash and cash equivalents	$	81,641	$	119,074
Due from affiliates		4		137
Other current assets		19		35
Total current assets		81,664		119,246
Property, plant, and equipment, at cost		230		223
Less accumulated depreciation		207		201
Net property, plant, and equipment		23		22
Investment in National Beef Packing Company, LLC		121,774		140,030
Other assets		69		103
Total assets	$	203,530	$	259,401
Liabilities and Capital Shares and Equities
Current liabilities:
Accounts payable - trade	$	32	$	58
Due to affiliates		4		388
Accrued compensation and benefits		1,742		2,250
Other accrued expenses and liabilities		111		284
Distributions payable		1,942		28,328
Total current liabilities		3,831		31,308
Long-term liabilities:
Other liabilities		3,919		3,946
Total long-term liabilities		3,919		3,946
Total liabilities		7,750		35,254
Commitments and contingencies		-		-
Capital shares and equities:
Members' capital, 735,385 Class A units and 755,385 Class B units authorized,
issued and outstanding		195,780		224,147
Total capital shares and equities		195,780		224,147
Total liabilities and capital shares and equities	$	203,530	$	259,401
See accompanying notes to financial statements.

2

 

U.S. PREMIUM BEEF, LLC
Statements of Operations
(thousands of dollars, except per unit and per unit data)

	13 weeks ended		13 weeks ended		26 weeks ended		25 weeks ended
	June 30, 2018		June 24, 2017		June 30, 2018		June 24, 2017
	(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net sales	$	-	$	-	$	-	$	-
Costs and expenses:
Cost of sales		-		-		-		-
Selling, general, and administrative expenses		1,089		837		2,531		1,901
Depreciation and amortization		3		3		6		6
Total costs and expenses		1,092		840		2,537		1,907
Operating loss		(1,092)		(840)		(2,537)		(1,907)
Other income (expense):
Interest income		265		61		458		71
Interest expense		(3)		(3)		(6)		(6)
Equity in income of National Beef Packing Company, LLC		28,338		11,748		38,684		20,375
Other, net		280		(12)		390		(2)
Total other expense		28,880		11,794		39,526		20,438
Comprehensive income	$	27,788	$	10,954	$	36,989	$	18,531
Income per unit:
Basic and diluted
Class A units	$	3.78	$	1.49	$	5.03	$	2.52
Class B units	$	33.11	$	13.05	$	44.07	$	22.08
Outstanding weighted-average Class A and Class B units:
Basic and diluted
Class A units		735,385		735,385		735,385		735,385
Class B units		755,385		755,385		755,385		755,385
See accompanying notes to financial statements.

3

 

U.S. PREMIUM BEEF, LLC
Statements of Cash Flows
(thousands of dollars)

		26 weeks ended		25 weeks ended
		June 30, 2018		June 24, 2017
		(unaudited)		(unaudited)
Cash flows from operating activities:
Comprehensive income	$	36,989	$	18,531
Adjustments to reconcile net income to net cash provided by (used
in) operating activities:
Depreciation and amortization		6		6
Equity in net income of National Beef Packing Company, LLC		(38,684)		(20,375)
Distributions from National Beef Packing Company, LLC		38,684		-
Changes in assets and liabilities:
Due from affiliates		133		(214)
Other assets		50		50
Accounts payable		(26)		(63)
Due to affiliates		(384)		(12)
Accrued compensation and benefits		(535)		(588)
Other accrued expenses and liabilities		(173)		(61)
Net cash provided by (used in) operating activities		36,060		(2,726)
Cash flows from investing activities:
Capital expenditures, including interest capitalized		(7)		-
Distributions from National Beef Packing Company, LLC		18,256		12,216
Net cash provided by investing activities		18,249		12,216
Cash flows from financing activities:
Change in overdraft balances		(26,386)		(1,128)
Partnership distributions and redemptions		(65,356)		(25,895)
Net cash used in financing activities		(91,742)		(27,023)
Net decrease in cash		(37,433)		(17,533)
Cash and cash equivalents at beginning of the period		119,074		85,230
Cash and cash equivalents at end of the period	$	81,641	$	67,697
See accompanying notes to financial statements.

4

 

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 (GAAP), for interim financial information; therefore, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. For further information, refer to the audited Financial Statements and Notes to Financial Statements, which are included in the Company’s Annual Report on Form 10-K on file with the Securities and Exchange Commission (SEC), for the fiscal year ended December 30, 2017. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

USPB’s 15.0729% investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control.

(2) Members’ Capital

The following table represents a reconciliation of Members’ Capital for the twenty-six week period ended June 30, 2018 (thousands of dollars).

Balance at December 30, 2017	$	224,147
Allocation of comprehensive income for the twenty-six week period ended June 30, 2018		36,989
Member distributions		(65,356)
Balance at June 30, 2018	$	195,780

(3) Earnings Per Unit

Under the LLC structure, earnings of the Company are to be allocated to unitholders based on their proportionate share of underlying equity. Earnings Per Unit (EPU) has been presented in the accompanying Statements of Operations and in the table that follows.

Basic EPU excludes dilution and is computed by first allocating a portion of USPB’s comprehensive income or comprehensive loss to Class A units and the remainder is allocated to Class B units. For the thirteen and twenty-six week periods ended June 30, 2018 and thirteen and twenty-five week periods ended June 24, 2017, 10% of USPB’s comprehensive income allocated to the Class A’s and 90% to the Class B’s. The comprehensive 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.

5

 

Comprehensive Income Per Unit Calculation	13 weeks ended		13 weeks ended		26 weeks ended		25 weeks ended
(thousands of dollars, except unit and per unit data)	June 30, 2018		June 24, 2017		June 30, 2018		June 24, 2017
Basic and diluted earnings per unit:
Comprehensive income attributable to USPB available to
unitholders (numerator)
Class A	$	2,779	$	1,095	$	3,699	$	1,853
Class B	$	25,009	$	9,859	$	33,290	$	16,678
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	$	3.78	$	1.49	$	5.03	$	2.52
Class B	$	33.11	$	13.05	$	44.07	$	22.08

(4) Investment in National Beef Packing Company, LLC

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 twenty-six week periods ended June 30, 2018 and thirteen and twenty-five week periods ended June 24, 2017 (thousands of dollars):

	13 weeks ended			13 weeks ended	26 weeks ended		25 weeks ended
	June 30, 2018			June 24, 2017	June 30, 2018		June 24, 2017
	(unaudited)			(unaudited)	(unaudited)		(unaudited)
Net sales	$	1,942,690	$	1,874,494	$	3,724,609	$	3,433,517
Costs and expenses:
Cost of sales		1,706,825		1,750,570		3,377,599		3,214,409
Selling, general, and administrative expenses		19,116		19,810		37,151		36,111
Depreciation and amortization		25,805		24,460		51,324		46,858
Total costs and expenses		1,751,746		1,794,840		3,466,074		3,297,378
Operating income		190,944		79,654		258,535		136,139
Other income (expense):
Interest income		78		57		146		173
Interest expense		(3,370)		(2,256)		(5,478)		(4,070)
Other, net		984		970		4,326		3,286
Income before taxes		188,636		78,425		257,529		135,528
Income tax expense		(629)		(483)		(883)		(351)
Net income	$	188,007	$	77,942	$	256,646	$	135,177
NBP's net income attributable to USPB	$	28,338	$	11,748	$	38,684	$	20,375

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 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.

6

 

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.

Investment in National Beef Packing Company, LLC

NBP processes and markets fresh and chilled boxed beef, ground beef, beef by-products, consumer-ready beef and pork, and wet blue leather for domestic and international markets. NBP operates two beef processing facilities, three consumer-ready facilities and a wet blue tanning facility, all located in the U.S. NBP operates one of the largest wet blue tanning facilities in the world that 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 directly to customers through the internet, direct mail and direct response television. NBP also owns a refrigerated and livestock transportation and logistics 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, coupled with its overall volume. NBP operates in a large and liquid commodity market and 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, with relatively higher margins in the spring and summer months and during times of ample cattle availability. NBP's fiscal year consists of 52 or 53 weeks, ending on the last Saturday in December and its quarters range from twelve to fourteen weeks ending on the last Saturday of March, June, September or December.

Revenues in the twenty-six weeks ended June 30, 2018 increased 8% in comparison to the same period in 2017, primarily due to an increase in the number of cattle processed. Cost of sales increased by 5% for the twenty-six weeks ended June 30, 2018 as compared to the same period in 2017, due to an increase in the number of cattle processed, which was partially offset by a lower average cost per head. Revenue and cost of sales year-over-year comparisons were also impacted by the 2018 being a twenty-six week period, as compared to a twenty-five week period in 2017. The combined effects of increased margin per head and an increase in volume processed led to higher profitability in the 2018 period, as compared to the 2017 period.

On December 30, 2011, USPB entered into a Cattle Purchase and Sale Agreement with NBP. Per the terms and conditions of this 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 28% and 25% of its cattle requirements under this agreement during the twenty-six weeks ended June 30, 2018 and twenty-five weeks ended June 24, 2017, respectively.

USPB Results of Operations

Thirteen weeks ended June 30, 2018 compared to thirteen weeks ended June 24, 2017

Net Sales. There were no Net Sales in the thirteen week period ended June 30, 2018 and the thirteen week period ended June 24, 2017.

Cost of Sales. There were no Cost of Sales in the thirteen week period ended June 30, 2018 and the thirteen week period ended June 24, 2017.

7

 

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $1.1 million for the thirteen weeks ended June 30, 2018 compared to approximately $0.8 million for the thirteen weeks ended June 24, 2017. The $0.3 million increase is due to higher expenses for the phantom unit plans.

Operating Loss. Operating loss was approximately $1.1 million for the thirteen weeks ended June 30, 2018 compared to approximately $0.8 million for the thirteen weeks ended June 24, 2017.

Equity Interest in Net Income of National Beef Packing Company, LLC. Equity in NBP net income was $28.3 million for the thirteen weeks ended June 30, 2018 compared to $11.7 million for the thirteen weeks ended June 24, 2017. The improvement in fiscal year 2018 is primarily due to higher gross margins at NBP. USPB carries its 15.0729% investment in NBP under the equity method of accounting.

Interest Income. Interest income was $0.3 million for the thirteen weeks ended June 30, 2018 compared to $0.1 million for the thirteen weeks ended June 24, 2017. The increase was primarily due to higher interest rates.

Other, net. Other income was $0.3 million for the thirteen weeks ended June 30, 2018 compared to $0.0 million for the thirteen weeks ended June 24, 2017. The increase was primarily due to higher lease income on Company owned cattle delivery rights.

Comprehensive Income. Comprehensive income for the thirteen week period ended June 30, 2018 was approximately $27.8 million compared to approximately $11.0 million for the thirteen week period ended June 24, 2017.

Twenty-six ended June 30, 2018 compared to twenty-five weeks ended June 24, 2017

Net Sales. There were no Net Sales in the twenty-six week period ended June 30, 2018 and the twenty-five week period ended June 24, 2017.

Cost of Sales. There were no Cost of Sales in the twenty-six week period ended June 30, 2018 and the twenty-five week period ended June 24, 2017.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $2.5 million for the twenty-six weeks ended June 30, 2018 compared to approximately $1.9 million for the twenty-five weeks ended June 24, 2017. The $0.6 million increase is due to higher expenses for the phantom unit plans.

Operating Loss. Operating loss was approximately $2.5 million for the twenty-six weeks ended June 30, 2018 compared to approximately $1.9 million for the twenty-five weeks ended June 24, 2017.

Equity Interest in Net Income of National Beef Packing Company, LLC. Equity in NBP net income was $38.7 million for the twenty-six weeks ended June 30, 2018 compared to $20.4 million for the twenty-five weeks ended June 24, 2017. The improvement in fiscal year 2018 is primarily due to higher gross margins at NBP.

Interest Income. Interest income was $0.5 million for the twenty-six weeks ended June 30, 2018 compared to $0.1 million for the twenty-five weeks ended June 24, 2017. The increase was due to higher interest rates.

Other, net. Other income was $0.4 million for the twenty-six weeks ended June 30, 2018 compared to $0.0 million for the twenty-five weeks ended June 24, 2017. The increase was primarily due to higher lease income on Company owned cattle delivery rights.

Comprehensive Income. Comprehensive income for the twenty-six week period ended June 30, 2018 was approximately $37.0 million compared to approximately $18.5 million for the twenty-five week period ended June 24, 2017.

8

 

Liquidity and Capital Resources

As of June 30, 2018, we had net working capital (the excess of current assets over current liabilities) of approximately $77.8 million, which included cash and cash equivalents of $81.6 million. As of December 30, 2017, we had net working capital of approximately $87.9 million, which included cash and cash equivalents of $119.1 million. Our primary sources of liquidity for the first two quarters of fiscal year 2018 and fiscal year 2017 were cash and available borrowings under the Master Loan Agreement.

As of June 30, 2018, 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 June 30, 2018.

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

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 2017.

Operating Activities

Net cash provided by operating activities in the twenty-six weeks ended June 30, 2018 was $36.1 million compared to net cash used of $2.7 million in the twenty-five weeks ended June 24, 2017. The $38.8 million change was primarily due to distributions from NBP in fiscal year 2018 that were classified as an operating activity.

Investing Activities

Net cash provided by investing activities was $18.2 million in the twenty-six weeks ended June 30, 2018 compared to $12.2 million in the twenty-five weeks ended June 24, 2017. The $6.0 million change was primarily due to an increase in distributions from NBP in fiscal year 2018 that were classified as an investing activity.

Financing Activities

Net cash used in financing activities was $91.7 million in the twenty-six weeks ended June 30, 2018 compared to $27.0 million in the twenty-five weeks ended June 24, 2017. The change was the result of checks clearing from a fiscal year 2017 distribution, and distributions made in the first two quarters of fiscal year 2018.

Master Loan Agreement

On June 13, 2017, USPB and CoBank entered into a Revolving Term Loan Supplement to the Master Loan Agreement dated July 26, 2011. The Revolving Term Loan Supplement provides for a $5 million revolving credit commitment. The new commitment carries a term of three years, maturing on June 30, 2020.

All of the $5 million revolving credit commitment was available as of June 30, 2018. 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 Leucadia Transaction, 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.

9

 

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 30, 2018, 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 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 June 30, 2018 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.

10

 

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 30,2017 have not materially changed. Please refer to the Company’s report on Form 10-K for the fiscal year endedDecember 30, 2017 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 **

** 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.

11

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

U.S. Premium Beef, LLC
By:	/s/ Stanley D. Linville
	Stanley D. Linville
	Chief Executive Officer
	(Principal Executive Officer)
By:	/s/ Scott J. Miller
	Scott J. Miller
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: August 17, 2018

12

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Stanley D. Linville, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of U.S. Premium Beef, LLC;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

   5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Stanley D. Linville
	Stanley D. Linville Chief Executive Officer

Date: August 17, 2018

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Scott J. Miller, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of U.S. Premium Beef, LLC;

     2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:  

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

   5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Scott J. Miller
	Scott J. Miller Chief Financial Officer (Principal Financial and Accounting Officer)

Date: August 17, 2018

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of U.S. Premium Beef, LLC (the Company) on Form 10-Q for the period ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Stanley D. Linville, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Stanley D. Linville
	Stanley D. Linville Chief Executive Officer

Date: August 17, 2018

EX-32.2

EXHIBIT 32.2

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 In connection with the Quarterly Report of U.S. Premium Beef, LLC (the Company) on Form 10-Q for the period ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Scott J. Miller, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Scott J. Miller
	Scott J. Miller Chief Financial Officer (Principal Financial and Accounting Officer)

Date: August 17, 2018

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 28, 2018
Entity Registrant Name	U. S. Premium Beef, LLC
Entity Central Index Key	0001289237
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-29
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2018
Class A Units [Member]
Entity Common Stock, Shares Outstanding		735,385
Class B Units [Member]
Entity Common Stock, Shares Outstanding		755,385

XML

Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 30, 2017
Current assets:
Cash and cash equivalents	$ 81,641	$ 119,074
Due from affiliates	4	137
Other current assets	19	35
Total current assets	81,664	119,246
Property, plant, and equipment, at cost	230	223
Less accumulated depreciation	207	201
Net property, plant, and equipment	23	22
Investment in National Beef Packing Company, LLC	121,774	140,030
Other assets	69	103
Total assets	203,530	259,401
Current liabilities:
Accounts payable - trade	32	58
Due to affiliates	4	388
Accrued compensation and benefits	1,742	2,250
Other accrued expenses and liabilities	111	284
Distributions payable	1,942	28,328
Total current liabilities	3,831	31,308
Long-term liabilities:
Other liabilities	3,919	3,946
Total long-term liabilities	3,919	3,946
Total liabilities	7,750	35,254
Capital shares and equities:
Members' capital, 735,385 Class A units and 755,385 Class B units authorized, issued and outstanding	195,780	224,147
Total capital shares and equities	195,780	224,147
Total liabilities and capital shares and equities	$ 203,530	$ 259,401

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Balance Sheets (Unaudited) (Parenthetical) - shares	Jun. 30, 2018	Dec. 30, 2017
Class A Units [Member]
Members' capital, units authorized	735,385	735,385
Members' capital, units issued	735,385	735,385
Members' capital, units outstanding	735,385	735,385
Class B Units [Member]
Members' capital, units authorized	755,385	755,385
Members' capital, units issued	755,385	755,385
Members' capital, units outstanding	755,385	755,385

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Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 24, 2017	Jun. 30, 2018	Jun. 24, 2017
Net sales	$ 0	$ 0	$ 0	$ 0
Costs and expenses:
Cost of sales	0	0	0	0
Selling, general, and administrative expenses	1,089	837	2,531	1,901
Depreciation and amortization	3	3	6	6
Total costs and expenses	1,092	840	2,537	1,907
Operating loss	(1,092)	(840)	(2,537)	(1,907)
Other income (expense):
Interest income	265	61	458	71
Interest expense	(3)	(3)	(6)	(6)
Equity in income of National Beef Packing Company, LLC	28,338	11,748	38,684	20,375
Other, net	280	(12)	390	(2)
Total other expense	28,880	11,794	39,526	20,438
Comprehensive income	$ 27,788	$ 10,954	$ 36,989	$ 18,531
Class A Units [Member]
Earnings per unit:
Basic and diluted	$ 3.78	$ 1.49	$ 5.03	$ 2.52
Outstanding weighted-average Class A and Class B units:
Basic and diluted	735,385	735,385	735,385	735,385
Class B Units [Member]
Earnings per unit:
Basic and diluted	$ 33.11	$ 13.05	$ 44.07	$ 22.08
Outstanding weighted-average Class A and Class B units:
Basic and diluted	755,385	755,385	755,385	755,385

XML

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 24, 2017
Cash flows from operating activities:
Comprehensive income	$ 36,989	$ 18,531
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	6	6
Equity in net income of National Beef Packing Company, LLC	(38,684)	(20,375)
Distributions from National Beef Packing Company, LLC	38,684	0
Changes in assets and liabilities:
Due from affiliates	133	(214)
Other assets	50	50
Accounts payable	(26)	(63)
Due to affiliates	(384)	(12)
Accrued compensation and benefits	(535)	(588)
Other accrued expenses and liabilities	(173)	(61)
Net cash provided by (used in) operating activities	36,060	(2,726)
Cash flows from investing activities:
Capital expenditures, including interest capitalized	(7)	0
Distribution from National Beef Packing Company, LLC	18,256	12,216
Net cash provided by investing activities	18,249	12,216
Cash flows from financing activities:
Change in overdraft balances	(26,386)	(1,128)
Partnership distributions and redemptions	(65,356)	(25,895)
Net cash used in financing activities	(91,742)	(27,023)
Net decrease in cash	(37,433)	(17,533)
Cash and cash equivalents at beginning of the period	119,074	85,230
Cash and cash equivalents at end of the period	$ 81,641	$ 67,697

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1. Interim Financial Statements

6 Months Ended

Jun. 30, 2018

Quarterly Financial Information Disclosure [Abstract]

Interim Financial Statements

(1) Interim Financial Statements

Basis of Presentation

     The accompanying unaudited Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP), for interim financial information; therefore, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments. For further information, refer to the audited Financial Statements and Notes to Financial Statements, which are included in the Company’s Annual Report on Form 10-K on file with the Securities and Exchange Commission (SEC), for the fiscal year ended December 30, 2017. The results of operations for the interim periods presented are not necessarily indicative of the results for a full fiscal year.

     USPB’s 15.0729% investment in NBP is accounted for using the equity method of accounting as the Company has the ability to exercise significant influence, but does not have financial or operational control.

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2. Members' Capital

6 Months Ended

Jun. 30, 2018

Members' Equity [Abstract]

Members' Capital

(2) Members’ Capital

     The following table represents a reconciliation of Members’ Capital for the twenty-six week period ended June 30, 2018 (thousands of dollars).

Balance at December 30, 2017	$	224,147
Allocation of comprehensive income for the twenty-six week period ended June 30, 2018		36,989
Member distributions		(65,356)
Balance at June 30, 2018	$	195,780

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3. Earnings Per Unit

6 Months Ended

Jun. 30, 2018

Earnings per unit:

Earnings Per Unit

(3) Earnings Per Unit

     Under the LLC structure, earnings of the Company are to be allocated to unitholders based on their proportionate share of underlying equity. Earnings Per Unit (EPU) has been presented in the accompanying Statements of Operations and in the table that follows.

     Basic EPU excludes dilution and is computed by first allocating a portion of USPB’s comprehensive income or comprehensive loss to Class A units and the remainder is allocated to Class B units. For the thirteen and twenty-six week periods ended June 30, 2018 and thirteen and twenty-five week periods ended June 24, 2017, 10% of USPB’s comprehensive income allocated to the Class A’s and 90% to the Class B’s. The comprehensive 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.

Comprehensive Income Per Unit Calculation	13 weeks ended		13 weeks ended		26 weeks ended		25 weeks ended
(thousands of dollars, except unit and per unit data)	June 30, 2018		June 24, 2017		June 30, 2018		June 24, 2017
Basic and diluted earnings per unit:
Comprehensive income attributable to USPB available to
unitholders (numerator)
Class A	$	2,779	$	1,095	$	3,699	$	1,853
Class B	$	25,009	$	9,859	$	33,290	$	16,678
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	$	3.78	$	1.49	$	5.03	$	2.52
Class B	$	33.11	$	13.05	$	44.07	$	22.08

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4. Investment in National Beef Packing Company, LLC

6 Months Ended

Jun. 30, 2018

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Investment in National Beef Packing Company, LLC

(4) Investment in National Beef Packing Company, LLC

     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 twenty-six week periods ended June 30, 2018 and thirteen and twenty-five week periods ended June 24, 2017 (thousands of dollars):

	13 weeks ended			13 weeks ended	26 weeks ended		25 weeks ended
	June 30, 2018			June 24, 2017	June 30, 2018		June 24, 2017
	(unaudited)			(unaudited)	(unaudited)		(unaudited)
Net sales	$	1,942,690	$	1,874,494	$	3,724,609	$	3,433,517
Costs and expenses:
Cost of sales		1,706,825		1,750,570		3,377,599		3,214,409
Selling, general, and administrative expenses		19,116		19,810		37,151		36,111
Depreciation and amortization		25,805		24,460		51,324		46,858
Total costs and expenses		1,751,746		1,794,840		3,466,074		3,297,378
Operating income		190,944		79,654		258,535		136,139
Other income (expense):
Interest income		78		57		146		173
Interest expense		(3,370)		(2,256)		(5,478)		(4,070)
Other, net		984		970		4,326		3,286
Income before taxes		188,636		78,425		257,529		135,528
Income tax expense		(629)		(483)		(883)		(351)
Net income	$	188,007	$	77,942	$	256,646	$	135,177
NBP's net income attributable to USPB	$	28,338	$	11,748	$	38,684	$	20,375

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2. Members' Capital (Tables)

6 Months Ended

Jun. 30, 2018

Members' Equity [Abstract]

Schedule of Reconciliation of Members' Capital

Balance at December 30, 2017	$	224,147
Allocation of comprehensive income for the twenty-six week period ended June 30, 2018		36,989
Member distributions		(65,356)
Balance at June 30, 2018	$	195,780

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3. Earnings Per Unit (Tables)

6 Months Ended

Jun. 30, 2018

Limited Liability Company (LLC) Members' Equity [Abstract]

Schedule of Income (Loss) Per Unit Calculation

Comprehensive Income Per Unit Calculation	13 weeks ended		13 weeks ended		26 weeks ended		25 weeks ended
(thousands of dollars, except unit and per unit data)	June 30, 2018		June 24, 2017		June 30, 2018		June 24, 2017
Basic and diluted earnings per unit:
Comprehensive income attributable to USPB available to
unitholders (numerator)
Class A	$	2,779	$	1,095	$	3,699	$	1,853
Class B	$	25,009	$	9,859	$	33,290	$	16,678
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	$	3.78	$	1.49	$	5.03	$	2.52
Class B	$	33.11	$	13.05	$	44.07	$	22.08

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4. Investment in National Beef Packing Company, LLC (Tables)

6 Months Ended

Jun. 30, 2018

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Schedule of Operations for NBP

	13 weeks ended			13 weeks ended	26 weeks ended		25 weeks ended
	June 30, 2018			June 24, 2017	June 30, 2018		June 24, 2017
	(unaudited)			(unaudited)	(unaudited)		(unaudited)
Net sales	$	1,942,690	$	1,874,494	$	3,724,609	$	3,433,517
Costs and expenses:
Cost of sales		1,706,825		1,750,570		3,377,599		3,214,409
Selling, general, and administrative expenses		19,116		19,810		37,151		36,111
Depreciation and amortization		25,805		24,460		51,324		46,858
Total costs and expenses		1,751,746		1,794,840		3,466,074		3,297,378
Operating income		190,944		79,654		258,535		136,139
Other income (expense):
Interest income		78		57		146		173
Interest expense		(3,370)		(2,256)		(5,478)		(4,070)
Other, net		984		970		4,326		3,286
Income before taxes		188,636		78,425		257,529		135,528
Income tax expense		(629)		(483)		(883)		(351)
Net income	$	188,007	$	77,942	$	256,646	$	135,177
NBP's net income attributable to USPB	$	28,338	$	11,748	$	38,684	$	20,375

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1. Interim Financial Statements (Details Narrative)	Jun. 30, 2018
Quarterly Financial Information Disclosure [Abstract]
Remaining membership interests in National Beef Packing Company, LLC (NBP)	15.0729%

XML

2. Members' Capital (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Members' Equity [Abstract]
Beginning balance	$ 224,147
Allocation of comprehensive income	36,989
Member distributions	(65,356)
Ending balance	$ 195,780

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3. Earnings Per Unit (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 24, 2017	Jun. 30, 2018	Jun. 24, 2017
Basic and diluted earnings per unit
Comprehensive income attributable to USPB unitholders (numerator)			$ 36,989
Class A Units [Member]
Basic and diluted earnings per unit
Comprehensive income attributable to USPB unitholders (numerator)	$ 2,779	$ 1,095	$ 3,699	$ 1,853
Weighted average outstanding units (denominator)	735,385	735,385	735,385	735,385
Per unit amount	$ 3.78	$ 1.49	$ 5.03	$ 2.52
Class B Units [Member]
Basic and diluted earnings per unit
Comprehensive income attributable to USPB unitholders (numerator)	$ 25,009	$ 9,859	$ 33,290	$ 16,678
Weighted average outstanding units (denominator)	755,385	755,385	755,385	755,385
Per unit amount	$ 33.11	$ 13.05	$ 44.07	$ 22.08

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3. Earnings Per Unit (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Class A Units [Member]
Class of Stock [Line Items]
Ownership percentage	10.00%
Class B Units [Member]
Class of Stock [Line Items]
Ownership percentage	90.00%

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4. Investment in National Beef Packing Company, LLC (Details) - National Beef Packing Company, LLC [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 24, 2017	Jun. 30, 2018	Jun. 24, 2017
Investment in National Beef Packing
Net sales	$ 1,942,690	$ 1,874,494	$ 3,724,609	$ 3,433,517
Costs and expenses:
Cost of sales	1,706,825	1,750,570	3,377,599	3,214,409
Selling, general, and administrative expenses	19,116	19,810	37,151	36,111
Depreciation and amortization	25,805	24,460	51,324	46,858
Total costs and expenses	1,751,746	1,794,840	3,466,074	3,297,378
Operating income	190,944	79,654	258,535	136,139
Other income (expense):
Interest income	78	57	146	173
Interest expense	(3,370)	(2,256)	(5,478)	(4,070)
Other, net	984	970	4,326	3,286
Income before taxes	188,636	78,425	257,529	135,528
Income tax expense	(629)	(483)	(883)	(351)
Net income	188,007	77,942	256,646	135,177
NBP's net income attributable to USPB	$ 28,338	$ 11,748	$ 38,684	$ 20,375