Back to GetFilings.com




 

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

 

PILGRIM’S 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

(Registrant’s 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 issuer’s common stock, as of January 30, 2004, was 66,555,733.

 



INDEX

 

PILGRIM’S 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.    Management’s 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

 

Item 1. Financial Statements

 

Pilgrim’s Pride Corporation and Subsidiaries

Consolidated Balance Sheets

(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


Pilgrim’s 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


Pilgrim’s 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 A—BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements of Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” 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 Pilgrim’s Annual Report on Form 10-K for the fiscal year ended September 27, 2003.

 

The consolidated financial statements include the accounts of Pilgrim’s 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 entity’s expected losses, receives a majority of the entity’s 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 B—BUSINESS 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 Company’s 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, Pilgrim’s 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 Company’s 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 Company’s 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 Pilgrim’s Pride reporting period in order to maintain thei