Quarterly Report for Quarter Ending September 27, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our financial statements and related notes and other financial information appearing elsewhere in this report.

Disclosure Regarding Forward-Looking Statements

This report contains "forward-looking statements," which are subject to a number of risks and uncertainties, many of which are beyond our control. Forward-looking statements are typically identified by the words "believe", "expect", "anticipate", "intend", "estimate", and similar expressions. Actual results could differ materially from those contemplated by these forward-looking statements as a result of many factors, including economic conditions generally and in our principal markets, the availability and prices of live cattle and commodities, food safety, livestock disease, including the identification of cattle with bovine spongiform encephalopathy (BSE), competitive practices and consolidation in the cattle production and processing industries, actions of domestic or foreign governments (including the imposition or potential imposition of tariffs), hedging risk, changes in interest rates and foreign currency exchange rates, consumer demand and preferences, the cost of compliance with environmental and health laws, loss of key customers, loss of key employees, labor relations, and consolidation among our customers.

In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking information contained in this report will in fact transpire. Readers are cautioned not to place undue reliance on these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Please review Part II. Item 1A. Risk Factors, included in this report, for other important factors that could cause actual results to differ materially from those in any such forward-looking statements.

Products and Production

USPB provides an integrated cattle production, processing and marketing system for the benefit of its members and associates. As the basis of that system, USPB's Class A members have a guaranteed right plus an obligation (on a one head per Class A unit per delivery year basis) to deliver cattle to USPB, pursuant to the Uniform Cattle Delivery and Marketing Agreement. USPB facilitates the delivery of cattle to NBP for processing and subsequent product distribution and marketing. Shortly after the cattle are processed, cattle suppliers receive, at no extra charge, individual animal carcass data previously considered proprietary by many processors. This carcass data assists producers in refining production methodologies, thereby improving the product quality and subsequently enhancing the return to the producer.

We believe the primary advantage of USPB's ownership in NBP is USPB's ability to provide NBP with a consistent supply of quality beef from a known source, allowing NBP to target higher margin value-added markets. Consumers have historically demonstrated their willingness and desire to buy branded products that offer better value in other consumer product markets, with the Certified Angus Beef^® product line being an example in the beef industry.

Investment in National Beef Packing Company, LLC

NBP processes and sells a comprehensive line of fresh beef, case-ready products, and beef by-products for domestic and international markets. The largest share of NBP's revenue is generated from the sale of boxed beef and beef by-products.

NBP has two beef slaughter and processing facilities located in southwest Kansas and a third located in central Iowa. In addition, NBP operates a leather tannery, three case-ready manufacturing facilities, a fresh and frozen hamburger manufacturing facility and a transportation and logistics company that provides refrigerated and livestock transportation across the U.S.

NBP's profitability typically fluctuates seasonally as well as cyclically, based on the availability of fed cattle and the demand for beef and beef by-products. Its profitability is dependent, in large part, on the spread between its cost for live cattle, the primary raw material for its business, and the value received from selling boxed beef and other products coupled with its overall volume. NBP operates in a large and fast-moving commodity market and does not have much influence over the price it pays for cattle or the selling price it receives for the products it produces. The NBP financial information provided below has been provided to us by NBP. We have not independently verified the information.

NBP's revenues in the thirteen-weeks ended September 27, 2025, increased approximately 12.2% in comparison to the thirteen-weeks ended September 28, 2024, primarily due to increased revenue per head. NBP's cost of sales increased by approximately 12.8% for the thirteen-weeks ended September 27, 2025, as compared to the thirteen-weeks ended September 28, 2024, primarily due to increased cattle costs. For the thirteen-weeks ended September 27, 2025, NBP had net income of $8.3 million compared to net income of $22.0 million for the thirteen-weeks ended September 28, 2024. Lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2025 period, as compared to the 2024 period.

NBP's revenues in the thirty-nine weeks ended September 27, 2025, increased approximately 10.8% in comparison to the thirty-nine weeks ended September 28, 2024, primarily due higher average unit selling prices for many of NBP's products. NBP's cost of sales increased by approximately 12.7% for the thirty-nine weeks ended September 27, 2025, as compared to the thirty-nine weeks ended September 28, 2024, primarily due to higher prices for fed cattle. For the thirty-nine weeks ended September 27, 2025, NBP had net loss of $92.9 million compared to net income of $51.2 million for the thirty-nine weeks ended September 28, 2024. Lower per unit beef processing margin was the key driver of the decrease in overall profitability in the 2025 period, as compared to the 2024 period.

On June 10, 2019, USPB and NBP entered into the First Amended and Restated Cattle Purchase and Sale Agreement (A&R Agreement) with USPB. Per the terms and conditions of the A&R Agreement, NBP is required to purchase through USPB from its owners and associates, and USPB is required to sell and deliver from its owners and associates to NBP, a base amount of 735,385 (subject to adjustment) head of cattle per year with prices based on those published by the U.S. Department of Agriculture, subject to adjustments for cattle performance. NBP obtained approximately 26% and 25% of its cattle requirements under this agreement during the thirty-nine weeks ended September 27, 2025 and September 28, 2024, respectively.

USPB Results of Operations

Thirteen-weeks ended September 27, 2025 compared to thirteen-weeks ended September 28, 2024

Net Sales. There were no net sales in the thirteen-weeks ended September 27, 2025 and September 28, 2024.

Cost of Sales. There were no cost of sales in the thirteen-weeks ended September 27, 2025 and September 28, 2024.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $0.7 million for the thirteen-weeks ended September 27, 2025 compared to approximately $0.6 million for the thirteen-weeks ended September 28, 2024, an increase of approximately $0.1 million. The increase was primarily the result of higher phantom plan and salary expenses.

Operating Loss. Operating loss was approximately $0.7 million for the thirteen-weeks ended September 27, 2025 compared to approximately $0.6 million for the thirteen-weeks ended September 28, 2024. The $0.1 million increased loss was due to higher Selling, General and Administrative Expenses.

Equity in Net Income of National Beef Packing Company, LLC. Equity in NBP's net income was $1.1 million for the thirteen-weeks ended September 27, 2025 compared to net income of $3.2 million for the thirteen-weeks ended September 28, 2024. USPB carries its 15.0729% investment in NBP under the equity method of accounting.

Interest Income. Interest income was $0.6 million for the thirteen-weeks ended September 27, 2025 compared to approximately $0.7 million for the thirteen-weeks ended September 28, 2024.

Other Income, net. Other income was $0.3 million for the thirteen-weeks ended September 27, 2025 compared to other income of $0.2 million for the thirteen-weeks ended September 28, 2024. The income in both periods was primarily delivery right lease income, with state and local taxes reducing the 2024 period.

Net Income. Net income was $1.3 million for the thirteen-weeks ended September 27, 2025 compared to net income of $3.5 million for the thirteen-weeks ended September 28, 2024. The decrease in net income is primarily due to a decrease in NBP's net income.

Thirty-nine weeks ended September 27, 2025 compared to thirty-nine weeks ended September 28, 2024

Net Sales. There were no net sales in the thirty-nine weeks ended September 27, 2025 and September 28, 2024.

Cost of Sales. There were no cost of sales in the thirty-nine weeks ended September 27, 2025 and September 28, 2024.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were approximately $2.4 million for the thirty-nine weeks ended September 27, 2025 compared to approximately $2.3 million for the thirty-nine weeks ended September 28, 2024, an increase of approximately $0.1 million. The increase was primarily the result of higher phantom plan and salary expenses.

Operating Loss. Operating loss was approximately $2.4 million for the thirty-nine weeks ended September 27, 2025 and September 28, 2024.

Equity in Net Loss/Income of National Beef Packing Company, LLC. Equity in NBP net loss was $14.5 million for the thirty-nine weeks ended September 27, 2025 compared to net income of $7.3 million for the thirty-nine weeks ended September 28, 2024. USPB carries its 15.0729% investment in NBP under the equity method of accounting.

Interest Income. Interest income was $1.9 million for the thirty-nine weeks ended September 27, 2025 compared to approximately $2.4 million for the thirty-nine weeks ended September 28, 2024.

Other Income, net. Other income was $1.0 million for the thirty-nine weeks ended September 27, 2025 compared to other income of $0.9 million for the thirty-nine weeks ended September 28, 2024. The income in both periods was primarily delivery right lease income.

Net Loss/Income. Net loss was $14.0 million for the thirty-nine weeks ended September 27, 2025 compared to net income of $8.1 million thirty-nine weeks ended September 28, 2024. The decrease in net income is primarily due to a decrease in NBP's net income.

Liquidity and Capital Resources

As of September 27, 2025, we had net working capital (the excess of current assets over current liabilities) of approximately $38.0 million, which included cash and cash equivalents of $11.1 million. As of December 28, 2024, we had net working capital of approximately $67.5 million, which included cash and cash equivalents of $39.0 million. Our primary sources of liquidity for the first three quarters of fiscal year 2025 and fiscal year 2024 were cash and available borrowings with CoBank.

As of September 27, 2025, USPB had no long-term debt outstanding. We had a $1.0 million revolving term credit commitment with CoBank, all of which was available. USPB was in compliance with the financial covenant under its Credit Agreement as of September 27, 2025.

We believe our cash will be sufficient to support our cash needs for the foreseeable future. For a review of our obligations that affect liquidity, please see the "Cash Payment Obligations" table in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of on the 2024 Form 10-K.

Operating Activities

Net cash used in operating activities in the thirty-nine weeks ended September 27, 2025 was approximately $0.2 million compared to net cash provided by operating activities of approximately $0.2 million in the thirty-nine weeks ended September 28, 2024. The $0.4 million change was primarily due to a decrease in income from NBP.

Investing Activities

Net cash used in investing activities was approximately $27.8 million in the thirty-nine weeks ended September 27, 2025 compared to $10.0 million in the thirty-nine weeks ended September 28, 2024. The change in the current period was due to redemptions of Certificates of Deposits and a payment for the purchase of an additional 130.4415 units of membership interests of NBP for $30.1 million. After the purchase of additional units, USPB's ownership interest in NBP remained at 15.0729%.

Financing Activities

Net cash provided in financing activities was $0.2 million in the thirty-nine weeks ended September 27, 2025 compared to net cash used in financing activities of $9.9 million in the thirty-nine weeks ended September 28, 2024. The $10.0 million increase was due to no distributions in the current period.

Credit Agreement

On June 24, 2025, USPB and CoBank entered into (the "A&R Note"). The A&R Note amended and restated the Amended and Restated Revolving Term Promissory Note, dated July 13, 2020, issued by the Company to CoBank, which had a scheduled maturity of June 30, 2025.

The A&R Note provides for a $1.0 million revolving term commitment. That commitment carries a term of five years, maturing on June 30, 2030. Amounts outstanding under the A&R Note bear interest at 2.6% plus the higher of 0.00% and Daily Simply SOFR (as defined in the Promissory Note).

USPB may request that the amount of the revolving loan commitment be increased by an aggregate amount of up to $30.0 million. Any requested increase must be for at least $5.0 million and advancing such amount will be at the discretion of CoBank.