UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 3, 2004
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 1-9273
PILGRIMS PRIDE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 75-1285071 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 110 South Texas, Pittsburg, TX | 75686-0093 | |
| (Address of principal executive offices) | (Zip code) | |
(903) 855-1000
(Registrants telephone number, including area code)
Not Applicable
Former name, former address and former fiscal year, if changed since last report.
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 x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Number of shares outstanding of issuers common stock, as of January 30, 2004, was 66,555,733.
INDEX
PILGRIMS PRIDE CORPORATION AND SUBSIDIARIES
| PART I. FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements (Unaudited) | |||
| Consolidated balance sheets | ||||
| January 3, 2004 and September 27, 2003 | ||||
| Consolidated income statements | ||||
| Three months ended January 3, 2004 and December 28, 2002 | ||||
| Consolidated statements of cash flows | ||||
| Three months ended January 3, 2004 and December 28, 2002 | ||||
| Notes to consolidated financial statements as of January 3, 2004 | ||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | |||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | |||
| Item 4. | Controls and Procedures | |||
| PART II. OTHER INFORMATION | ||||
| Item 1. | Legal Proceedings | |||
| Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities | |||
| Item 4. | Submission of Matters to a Vote of Security Holders | |||
| Item 6. | Exhibits and Reports on Form 8-K | |||
| SIGNATURES | ||||
| EXHIBIT INDEX | ||||
2
PART I. FINANCIAL INFORMATION
Pilgrims Pride Corporation and Subsidiaries
(Unaudited)
| January 3, 2004 |
September 27, 2003 |
|||||||
| (in thousands except share data) | ||||||||
| Assets |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 98,098 | $ | 16,606 | ||||
| Trade accounts and other receivables, less allowance for doubtful accounts |
270,535 | 127,020 | ||||||
| Inventories |
535,444 | 340,881 | ||||||
| Other current assets |
7,434 | 6,201 | ||||||
| Total Current Assets |
911,511 | 490,708 | ||||||
| Other Assets |
73,770 | 31,302 | ||||||
| Property, Plant and Equipment |
||||||||
| Land |
54,170 | 38,708 | ||||||
| Buildings, machinery and equipment |
1,552,187 | 1,085,281 | ||||||
| Autos and trucks |
55,411 | 55,239 | ||||||
| Construction-in-progress |
38,283 | 21,209 | ||||||
| 1,700,051 | 1,200,437 | |||||||
| Less accumulated depreciation |
488,030 | 464,963 | ||||||
| 1,212,021 | 735,474 | |||||||
| $ | 2,197,302 | $ | 1,257,484 | |||||
| Liabilities and Stockholders Equity |
||||||||
| Current Liabilities: |
||||||||
| Accounts payable |
$ | 310,772 | $ | 159,164 | ||||
| Accrued expenses |
217,738 | 107,503 | ||||||
| Current deferred income tax |
10,242 | 10,242 | ||||||
| Current maturities of long-term debt |
11,413 | 2,680 | ||||||
| Total Current Liabilities |
550,165 | 279,589 | ||||||
| Long-Term Debt, Less Current Maturities |
714,325 | 415,965 | ||||||
| Deferred Income Taxes |
123,131 | 113,988 | ||||||
| Minority Interest in Subsidiary |
1,237 | 1,246 | ||||||
| Commitments and Contingencies |
| | ||||||
| Stockholders Equity: |
||||||||
| Preferred stock, $.01 par value, 5,000,000 authorized shares; none issued |
| | ||||||
| Common stock $.01 par value, 160,000,000 authorized shares; 66,826,833 and 41,383,779 issued and outstanding, respectively |
668 | 414 | ||||||
| Additional paid-in capital |
431,662 | 79,625 | ||||||
| Retained earnings |
377,482 | 368,195 | ||||||
| Accumulated other comprehensive income |
200 | 30 | ||||||
| Less treasury stock, 271,100 shares |
(1,568 | ) | (1,568 | ) | ||||
| Total Stockholders Equity |
808,444 | 446,696 | ||||||
| $ | 2,197,302 | $ | 1,257,484 | |||||
See notes to consolidated financial statements.
3
Pilgrims Pride Corporation and Subsidiaries
Consolidated Income Statements
(Unaudited)
| Three Months Ended |
||||||||
| January 3, 2004 (14 weeks) |
December 28, 2002 (13 weeks) |
|||||||
| (in thousands, except share and per share data) |
||||||||
| Net Sales |
$ | 1,044,367 | $ | 627,405 | ||||
| Costs and Expenses: |
||||||||
| Cost of sales |
967,264 | 599,406 | ||||||
| Non-recurring recoveries |
| (14,387 | ) | |||||
| Selling, general and administrative |
46,303 | 32,045 | ||||||
| 1,013,567 | 617,064 | |||||||
| Operating income |
30,800 | 10,341 | ||||||
| Other Expense (Income): |
||||||||
| Interest expense, net |
12,444 | 9,476 | ||||||
| Foreign exchange (gain) loss |
78 | (350 | ) | |||||
| Miscellaneous, net |
(329 | ) | (1,766 | ) | ||||
| 12,193 | 7,360 | |||||||
| Income before income taxes |
18,607 | 2,981 | ||||||
| Income tax expense |
8,321 | 225 | ||||||
| Net income |
$ | 10,286 | $ | 2,756 | ||||
| Net income per common share basic and diluted |
$ | 0.20 | $ | 0.07 | ||||
| Dividends declared per common share |
$ | 0.015 | $ | 0.015 | ||||
| Weighted average shares outstanding |
51,757,222 | 41,112,679 | ||||||
See notes to consolidated financial statements.
4
Pilgrims Pride Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended |
||||||||
| January 3, 2004 (14 weeks) |
December 28, 2002 (13 weeks) |
|||||||
| (in thousands) | ||||||||
| Cash Flows From Operating Activities: |
||||||||
| Net income |
$ | 10,286 | $ | 2,756 | ||||
| Adjustments to reconcile net income to cash provided by operating activities: |
||||||||
| Depreciation and amortization |
25,911 | 17,510 | ||||||
| Loss (gain) on property disposals |
9 | (24 | ) | |||||
| Deferred income taxes |
9,143 | 56 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts and other receivables |
(21,455 | ) | (6,569 | ) | ||||
| Inventories |
2,032 | 18,486 | ||||||
| Other current assets |
2,243 | (317 | ) | |||||
| Accounts payable and accrued expenses |
90,628 | 10,244 | ||||||
| Other |
| (1,525 | ) | |||||
| Cash provided by operating activities |
118,797 | 40,617 | ||||||
| Investing Activities: |
||||||||
| Acquisitions of property, plant and equipment |
(20,552 | ) | (9,116 | ) | ||||
| Business acquisition, net of equity consideration |
(302,712 | ) | | |||||
| Proceeds from property disposals |
619 | 149 | ||||||
| Other, net |
213 | (517 | ) | |||||
| Cash used in investing activities |
(322,432 | ) | (9,484 | ) | ||||
| Financing Activities: |
||||||||
| Borrowing for acquisition |
300,767 | | ||||||
| Proceeds from notes payable to banks |
7,500 | 80,500 | ||||||
| Repayments of notes payable to banks |
(7,500 | ) | (80,500 | ) | ||||
| Proceeds from long-term debt |
124,589 | 50,725 | ||||||
| Payments on long-term debt |
(133,993 | ) | (66,741 | ) | ||||
| Equity and debt issue cost |
(5,185 | ) | | |||||
| Cash dividends paid |
(998 | ) | (621 | ) | ||||
| Cash Provided By (Used In) Financing Activities |
285,180 | (16,637 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents |
(53 | ) | (72 | ) | ||||
| Increase in cash and cash equivalents |
81,492 | 14,424 | ||||||
| Cash and cash equivalents at beginning of year |
16,606 | 14,913 | ||||||
| Cash and Cash Equivalents at End of Period |
$ | 98,098 | $ | 29,337 | ||||
| Supplemental Non-cash Disclosure Information: |
||||||||
| Business acquisition, equity consideration (before cost of issuance) |
$ | 357,475 | $ | | ||||
See notes to consolidated financial statements.
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE ABASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Pilgrims Pride Corporation (referred to herein as Pilgrims, or the Company, we, us, our or similar terms) have been prepared in accordance with accounting principles generally accepted in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the period ended January 3, 2004 are not necessarily indicative of the results that may be expected for the year ended October 2, 2004. For further information, refer to the consolidated financial statements and footnotes thereto included in Pilgrims Annual Report on Form 10-K for the fiscal year ended September 27, 2003.
The consolidated financial statements include the accounts of Pilgrims and its wholly and majority owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.
The assets and liabilities of the foreign subsidiaries are translated at end-of-period exchange rates, except for any non-monetary assets, which are translated at equivalent dollar costs at dates of acquisition using historical rates. Operations of foreign subsidiaries are translated at average exchange rates in effect during the period.
Total comprehensive income for the three months ending January 3, 2004 and December 28, 2002 was $10.5 million and $1.4 million, respectively.
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51 (Interpretation No. 46). Interpretation No. 46 requires the consolidation of variable interest entities in which an enterprise absorbs a majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both, as a result of ownership or contractual or other financial interest in the entity. Interpretation No. 46 is immediately effective for the variable interest entities created after January 31, 2003, and is effective in the first quarter of fiscal 2004 for variable interests in Special Purpose Entities (SPEs) created prior to February 1, 2003 and is effective in the second quarter of fiscal 2004 for all other variable interest in entities other than SPEs which were created prior to February 1, 2003. On June 29, 1999, the Camp County Industrial Development Corporation issued $25.0 million of variable-rate environmental facilities revenue bonds supported by letters of credit we obtained. We may draw from these proceeds over the construction period for new sewage and solid waste disposal facilities at a poultry by-products plant to be built in Camp County, Texas. We are not required to borrow the full amount of the proceeds from the revenue bonds. All amounts borrowed from these funds will be due in 2029. The adoption of Interpretation No. 46 did not result in the consolidation of the Camp County Industrial Development Corporation, as variable interest entities created by governmental entities are specifically excluded from consolidation under Interpretation 46. We will record as debt only amounts ultimately spent on construction of the
6
sewage and solid waste disposal facility as proceeds are drawn by the Company in reimbursement of such construction.
Certain reclassifications have been made to prior periods to conform to current presentations.
NOTE BBUSINESS ACQUISITION
On November 23, 2003, we completed the purchase of all the outstanding stock of the corporations represented as the ConAgra Foods, Inc. (ConAgra) chicken division (ConAgra chicken division). The acquired business has been included in our results of operations since the date of the acquisition. The acquisition provides us with additional lines of specialty prepared chicken products, well-known brands, well-established distributor relationships and Southeastern United States processing facilities. The acquisition also includes the largest distributor of chicken products in Puerto Rico. This allows us to provide customers at every point in the distribution chain with the broadest range of quality value-added chicken products and services available in the market today.
Based on the estimated closing balance sheet delivered prior to closing, and our common stock data through five days prior to closing, the acquisition was preliminarily valued at approximately $665.8 million. This was funded by (1) $100 million of 9 1/4% senior subordinated notes due 2013, issued on November 21, 2003, (2) $100 million of 9 5/8% senior unsecured notes due 2011, issued August 18, 2003 with net proceeds of $101.5 million, which were used to pay down existing borrowings under the Companys revolving/term credit facility pending the closing of the acquisition and as a result at closing the amount was re-borrowed from our revolving/term credit facility, (3) $100 million of secured notes sold to an insurance company, which have an interest rate equal to LIBOR plus 2.2075%, $80 million of which is due in 2013 and $20 million of which is due in 2010 and (4) the issuance of 25,443,054 shares of our common stock valued at $14.05 per share, the closing price of our common stock on November 17, 2003, the day on which final stock consideration was determined, less costs associated with the issuance of the equity. In addition, the Company assumed certain long-term debt and paid transaction costs.
The final purchase price is subject to adjustment based on determination of the final adjusted net book value of the assets purchased, which is expected to occur in the third or fourth quarter of fiscal 2004. Based on the preliminary closing balance sheet, it appears that the consideration paid at closing could be as much as $47 million in excess of the final amount due to ConAgra, which will be determined based on an audit of the preliminary closing balance sheet, which is expected to be completed in the third fiscal quarter of 2004. This amount has been classified as Other Assets pending resolution of the final purchase price. If, subsequent to this audit, Pilgrims Pride and ConAgra cannot agree on the purchase price, the determination of the purchase price will be submitted to binding arbitration. Accordingly, no assurances can be given that the purchase price will be reduced by $47 million or at all. According to the purchase agreement, any amounts owed in connection with this final determination of value will also include interest at the rate of 7.5% per annum from November 23, 2003 until the date paid.
7
Purchase consideration:
(In thousands)
| Common stock |
$ | 357,475 | |
| Long-term debt |
300,767 | ||
| Transaction costs |
7,595 | ||
| Total consideration |
$ | 665,837 |
The following table summarizes the Companys estimates of fair value of the assets acquired and liabilities assumed at the date of acquisition, including the $47 million discussed above in Other Assets. The purchase price allocation is preliminary and will be finalized after completion of the independent appraisal of significant assets and liabilities acquired, which is currently underway, and after determination of the final purchase price pursuant to the Companys stock purchase agreement with ConAgra.
Purchase price allocation:
(In thousands):
| Current assets |
$ | 322,129 | |
| Property, plant and equipment |
482,582 | ||
| Other assets |
48,243 | ||
| Total assets acquired |
$ | 852,954 | |
| Current liabilities |
$ | 171,117 | |
| Long-term debt |
16,000 | ||
| Total liabilities assumed |
$ | 187,117 | |
| Total Consideration |
$ | 665,837 | |
The unaudited pro forma financial information has been presented as if the acquisition of the ConAgra chicken division had occurred as of the beginning of each period presented. For the quarter ended December 28, 2002, the ConAgra chicken division information has been included with a one-month lag to the Pilgrims Pride reporting period in order to maintain thei