Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 10, 2018
PILGRIM'S PRIDE CORPORATION
(Exact Name of registrant as specified in its charter)
 
Delaware
1-9273
75-1285071
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
 
 
1770 Promontory Circle
Greeley, CO
80634-9038
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (970) 506-8000
 
Not Applicable
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company o
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






Item 2.02 Results of Operations and Financial Condition.
On May 10, 2018 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press release dated May 10, 2018.






SIGNATURE  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PILGRIM’S PRIDE CORPORATION
 
 
 
 
Date:
May 10, 2018
 
/s/ Fabio Sandri
 
 
 
Fabio Sandri
 
 
 
Chief Financial Officer






Exhibit Index
Exhibit 99.1 Press release dated May 10, 2018.


Exhibit


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Pilgrim’s Pride Reports Net Sales of $2.75 Billion, Operating Income of $202 Million and GAAP EPS of $0.48, or a 26% year over year increase for the First Quarter of 2018

GREELEY, Colo., May 10, 2018 (GLOBE NEWSWIRE) - Pilgrim’s Pride Corporation (NASDAQ: PPC) reports first quarter 2018 financial results.

First Quarter Highlights
Consolidated numbers reflect Moy Park for the entire quarter, including historical data in accordance to U.S. GAAP.
Net Sales of $2.75 billion, +10.8% vs same quarter last year (+35.9% if excluding the Moy Park numbers from last year).
Net Income of $119.4 million, or an increase of 27.1% vs a year ago.
Operating Income margins of 6.9% in U.S., 14.6% in Mexico and 3.9% in Europe operations, respectively.
Adjusted EBITDA of $271.8 million (or a 9.9% margin), or 18.9% higher than last year and Adjusted EPS of $0.53, or a 39.5% increase.
Recent acquisitions and investments both in U.S. and international are already generating value and improving portfolio by adding more differentiated products while Key Customer approach has continued to produce growth and margin expansion beyond the underlying market conditions.
Mexican operations exceeded expectations driven by normalization of the market’s logistics and infrastructure disruptions caused by natural events. Diversification into premium Pilgrim’s brand is gaining momentum and producing great results.
Successful refinancing of the Moy Park Bonds, impacting the interest in the quarter but with strong support from market and favorable terms for future benefits.


1



Unaudited (2), In Millions, Except Per Share and Percentages
 
Thirteen Weeks Ended
 
Apr 1, 2018
 
Mar 26, 2017
 
Change
Net Sales
$2,746.7
 
$2,479.3
 
+10.8%
GAAP EPS
$0.48
 
$0.38
 
+26.3%
Operating Income
$201.6
 
$166.7
 
+20.9%
Adjusted EBITDA (1)
$271.8
 
$228.5
 
+18.9%
Adjusted EBITDA Margin (1)
9.9%
 
9.2%
 
+0.7pts
 
 
 
 
 
 
(1)
Reconciliations for non-GAAP measures are provided in subsequent sections within this release.
(2)
Figures have been adjusted to include full-quarter of Moy Park, in accordance to U.S. GAAP.

“For Q1 our U.S. operations continued to deliver solid performance, especially within the small-bird and case-ready businesses. Our big bird deboning experienced a soft start as prices remained unseasonally low through the first half of the quarter but prices recovered quickly and returned closer to normal seasonality. Despite some headwinds in feed, labor and logistics, the investments we made over the past few years, together with the recent acquisitions and our capture of operational improvements, helped us to generate consistent results and continued to contribute to the evolution of our portfolio in supporting our vision to become the best and most respected company in our industry,” stated Bill Lovette, Chief Executive Officer of Pilgrim's.

“We had a very strong performance at our Mexican operations in Q1 as the prior logistics and infrastructure dislocations caused by natural events normalized and demand returned at strong levels. Our volumes increased during the quarter, driving a very strong EBITDA performance that was not only well above the level from a year ago but also above initial expectations. The strength has continued, which we see as the continuation of the trend of a strong, growing market for chicken. Our Prepared Foods are growing at a double digit rate and are generating great results under both premium Pilgrim’s and Del Dia to drive the evolution of our Mexican portfolio towards more differentiated, higher-value products, and ultimately margin expansion.”

“In Europe, we are already seeing positive results from the integration, with significant share gained at a key customer and several other projects to further optimize our relationships, highlighting how our newly acquired operations are already benefiting from our team’s enhanced focus on Key Customer strategy. The operational improvements initiatives are also going well and we are slightly ahead of our $50 million synergy target for the next two years. Based on the success of the previous integrations, we continue to believe we have the method and the team to continue to grow the profitability and potential of our European business.”

Conference Call Information

A conference call to discuss Pilgrim’s quarterly results will be held tomorrow, May 11, at 7:00 a.m. MT (9 a.m. ET). Participants are encouraged to pre-register for the conference call using the link below. Callers who pre-register will be given a unique PIN to gain immediate access to the call and bypass the live operator. Participants may pre-register at any time, including up to and after the call start time.
To pre-register, go to: https://services.choruscall.com/links/ppc180511.html

You may also reach the pre-registration link by logging in through the investor section of our website at www.pilgrims.com and clicking on the link under “Upcoming Events.”

For those who would like to join the call but have not pre-registered, access is available by dialing +1 (844) 883-3889 within the US, or +1 (412) 317-9245 internationally, and requesting the “Pilgrim’s Pride

2



Conference.” Please note that to submit a question to management during the call, you must be logged in via telephone.

Replays of the conference call will be available on Pilgrim’s website approximately two hours after the call concludes and can be accessed through the “Investor” section of www.pilgrims.com. The webcast will be available for replay through August 11, 2018.

About Pilgrim’s Pride

Pilgrim’s employs approximately 51,400 people and operates chicken processing plants and prepared-foods facilities in 14 states, Puerto Rico, Mexico, the U.K, and continental Europe. The Company’s primary distribution is through retailers and foodservice distributors. For more information, please visit www.pilgrims.com.

Forward-Looking Statements

Statements contained in this press release that state the intentions, plans, hopes, beliefs, anticipations, expectations or predictions of the future of Pilgrim’s Pride Corporation and its management are considered forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those projected in such forward-looking statements include: matters affecting the poultry industry generally; the ability to execute the Company’s business plan to achieve desired cost savings and profitability; future pricing for feed ingredients and the Company’s products; outbreaks of avian influenza or other diseases, either in Pilgrim’s Pride’s flocks or elsewhere, affecting its ability to conduct its operations and/or demand for its poultry products; contamination of Pilgrim’s Pride’s products, which has previously and can in the future lead to product liability claims and product recalls; exposure to risks related to product liability, product recalls, property damage and injuries to persons, for which insurance coverage is expensive, limited and potentially inadequate; management of cash resources; restrictions imposed by, and as a result of, Pilgrim’s Pride’s leverage; changes in laws or regulations affecting Pilgrim’s Pride’s operations or the application thereof; new immigration legislation or increased enforcement efforts in connection with existing immigration legislation that cause the costs of doing business to increase, cause Pilgrim’s Pride to change the way in which it does business, or otherwise disrupt its operations; competitive factors and pricing pressures or the loss of one or more of Pilgrim’s Pride’s largest customers; currency exchange rate fluctuations, trade barriers, exchange controls, expropriation and other risks associated with foreign operations; disruptions in international markets and distribution channel, including anti-dumping proceedings and countervailing duty proceedings; and the impact of uncertainties of litigation as well as other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Pilgrim’s Pride Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.








Contact:
Dunham Winoto
 
Director, Investor Relations
 
IRPPC@pilgrims.com
 
(970) 506-8192
 
www.pilgrims.com


3




PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
April 1, 2018
 
December 31, 2017
 
 
(Unaudited)
 
 
 
 
(In thousands)
Cash and cash equivalents
 
$
580,811

 
$
581,510

Restricted cash
 
10,657

 
8,021

Trade accounts and other receivables, less allowance for doubtful accounts
 
629,829

 
565,478

Accounts receivable from related parties
 
1,471

 
2,951

Inventories
 
1,242,352

 
1,255,070

Income taxes receivable
 
160

 

Prepaid expenses and other current assets
 
124,358

 
102,550

Assets held for sale
 
2,923

 
708

Total current assets
 
2,592,561

 
2,516,288

Deferred tax assets
 
3,275

 

Other long-lived assets
 
18,629

 
18,165

Identified intangible assets, net
 
628,414

 
617,163

Goodwill
 
1,033,126

 
1,001,889

Property, plant and equipment, net
 
2,121,630

 
2,095,147

Total assets
 
$
6,397,635

 
$
6,248,652

 
 
 
 
 
Accounts payable
 
$
782,757

 
$
733,027

Accounts payable to related parties
 
5,475

 
2,889

Revenue contract liability
 
29,304

 
36,607

Accrued expenses and other current liabilities
 
351,558

 
410,152

Income taxes payable
 
122,613

 
222,073

Current maturities of long-term debt
 
149,389

 
47,775

Total current liabilities
 
1,441,096

 
1,452,523

Long-term debt, less current maturities
 
2,625,698

 
2,635,617

Deferred tax liabilities
 
212,316

 
208,492

Other long-term liabilities
 
84,758

 
96,359

Total liabilities
 
4,363,868

 
4,392,991

Common stock
 
2,604

 
2,602

Treasury stock
 
(231,758
)
 
(231,758
)
Additional paid-in capital
 
1,933,780

 
1,932,509

Retained earnings
 
293,361

 
173,943

Accumulated other comprehensive income (loss)
 
26,469

 
(31,140
)
Total Pilgrim’s Pride Corporation stockholders’ equity
 
2,024,456

 
1,846,156

Noncontrolling interest
 
9,311

 
9,505

Total stockholders’ equity
 
2,033,767

 
1,855,661

Total liabilities and stockholders’ equity
 
$
6,397,635

 
$
6,248,652



4




PILGRIM’S PRIDE CORPORATION
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF INCOME
(Unaudited)
 
 
 
 
 
 
 
Thirteen Weeks Ended
 
 
April 1, 2018
 
March 26, 2017
 
 
(In thousands, except per share data)
Net sales
 
$
2,746,678

 
$
2,479,340

Cost of sales
 
2,459,013

 
2,222,805

Gross profit
 
287,665

 
256,535

Selling, general and administrative expense
 
85,283

 
89,811

Administrative restructuring charges
 
789

 

Operating income
 
201,593

 
166,724

Interest expense, net of capitalized interest
 
50,300

 
19,112

Interest income
 
(1,590
)
 
(368
)
Foreign currency transaction losses (gains)
 
(1,721
)
 
691

Miscellaneous, net
 
(1,617
)
 
(2,843
)
Income before income taxes
 
156,221

 
150,132

Income tax expense
 
36,997

 
49,394

Net income
 
119,224

 
100,738

Less: Net income from Granite Holdings Sàrl prior to
acquisition by Pilgrim's Pride Corporation
 

 
6,275

Less: Net income (loss) attributable to noncontrolling interests
 
(194
)
 
542

Net income attributable to Pilgrim’s Pride Corporation
 
$
119,418

 
$
93,921

 
 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
 
Basic
 
248,838

 
248,692

Effect of dilutive common stock equivalents
 
151

 
234

Diluted
 
248,989

 
248,926

 
 
 
 
 
Net income attributable to Pilgrim's Pride Corporation per share of
common stock outstanding:
 
 
 
 
Basic
 
$
0.48

 
$
0.38

Diluted
 
$
0.48

 
$
0.38



5



PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Thirteen Weeks Ended
 
 
April 1, 2018
 
March 26, 2017
 
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
119,224

 
$
100,738

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
69,201

 
62,672

Noncash loss on early extinguishment of debt
 
3,918

 

Foreign currency transaction loss related to borrowing arrangements
 
5,745

 
2,158

Amortization of premium related to Senior Notes
 
(167
)
 

Accretion of discount related to Senior Notes
 
76

 

Impairment expense
 
470

 

Loss on property disposals
 
80

 
118

Gain on equity method investment
 
(16
)
 
(13
)
Share-based compensation
 
1,273

 
1,460

Deferred income tax expense (benefit)
 
(4,735
)
 
12,780

Changes in operating assets and liabilities:
 
 
 
 
Trade accounts and other receivables
 
(61,945
)
 
(50,492
)
Inventories
 
19,541

 
(62,530
)
Prepaid expenses and other current assets
 
(20,777
)
 
(17,754
)
Accounts payable, accrued expenses and other current liabilities
 
(29,171
)
 
(5,412
)
Income taxes
 
(98,784
)
 
25,216

Long-term pension and other postretirement obligations
 
(2,759
)
 
(1,633
)
Other operating assets and liabilities
 
(534
)
 
(1,013
)
Cash provided by operating activities
 
640

 
66,295

Cash flows from investing activities:
 
 
 
 
Acquisitions of property, plant and equipment
 
(76,681
)
 
(121,639
)
Business acquisition
 

 
(359,698
)
Proceeds from property disposals
 
1,021

 
181

Cash used in investing activities
 
(75,660
)
 
(481,156
)
Cash flows from financing activities:
 
 
 
 
Proceeds from revolving line of credit and long-term borrowings
 
502,341

 
662,795

Payments on revolving line of credit, long-term borrowings and capital lease obligations
 
(433,550
)
 
(334,453
)
Proceeds from equity contribution under Tax Sharing Agreement between JBS USA Food Company Holdings and Pilgrim's Pride Corporation
 
5,558

 
5,038

Payment of capitalized loan costs
 
(4,061
)
 

Purchase of common stock under share repurchase program
 

 
(14,641
)
Cash provided by (used in) financing activities
 
70,288

 
318,739

Effect of exchange rate changes on cash and cash equivalents
 
6,669

 
2,182

Increase (decrease) in cash, cash equivalents and restricted cash
 
1,937

 
(93,940
)
Cash, cash equivalents and restricted cash, beginning of period
 
589,531

 
297,524

Cash, cash equivalents and restricted cash, end of period
 
$
591,468

 
$
203,584


6



PILGRIM’S PRIDE CORPORATION
Selected Financial Information
(Unaudited)

“EBITDA” is defined as the sum of net income (loss) plus interest, taxes, depreciation and amortization. “Adjusted EBITDA” is calculated by adding to EBITDA certain items of expense and deducting from EBITDA certain items of income that we believe are not indicative of our ongoing operating performance consisting of: (i) income (loss) attributable to non-controlling interests, (ii) restructuring charges, (iii) reorganization items, (iv) losses on early extinguishment of debt and (v) foreign currency transaction losses (gains). EBITDA is presented because it is used by management and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of results prepared in conformity with accounting principles generally accepted in the US (“GAAP”), to compare the performance of companies. We believe investors would be interested in our Adjusted EBITDA because this is how our management analyzes EBITDA. The Company also believes that Adjusted EBITDA, in combination with the Company’s financial results calculated in accordance with GAAP, provides investors with additional perspective regarding the impact of certain significant items on EBITDA and facilitates a more direct comparison of its performance with its competitors. EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP. They should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net income as indicators of our operating performance or any other measures of performance derived in accordance with GAAP.

PILGRIM'S PRIDE CORPORATION
Reconciliation of Adjusted EBITDA
 
 
 
 
(Unaudited)
Thirteen Weeks Ended
 
April 1, 2018
 
March 26, 2017
 
(In thousands)
Net income
$
119,224

 
$
100,738

Add:
 
 
 
Interest expense, net
48,710

 
18,744

Income tax expense (benefit)
36,997

 
49,394

Depreciation and amortization
69,201

 
62,672

Minus:
 
 
 
Amortization of capitalized financing costs
1,757

 
3,210

EBITDA
272,375

 
228,338

Add:
 
 
 
Foreign currency transaction losses (gains)
(1,721
)
 
691

Acquisition charges
179

 

Restructuring charges
789

 

Minus:
 
 
 
   Net income (loss) attributable to noncontrolling interest
(194
)
 
542

Adjusted EBITDA
$
271,816

 
$
228,487



7



EBITDA margins have been calculated by taking the relevant unaudited EBITDA figures, then dividing by Net Revenue for the applicable period.

PILGRIM'S PRIDE CORPORATION
Reconciliation of EBITDA Margin
 
 
 
 
 
 
 
 
 
(Unaudited)
 
Thirteen Weeks Ended
 
Thirteen Weeks Ended
 
 
April 1, 2018
 
March 26, 2017
 
April 1, 2018
 
March 26, 2017
 
 
(In thousands)
Net income from continuing operations
 
$
119,224

 
$
100,738

 
4.34
 %
 
4.06
%
Add:
 
 
 
 
 
 
 
 
Interest expense, net
 
48,710

 
18,744

 
1.77
 %
 
0.76
%
Income tax expense
 
36,997

 
49,394

 
1.35
 %
 
1.99
%
Depreciation and amortization
 
69,201

 
62,672

 
2.52
 %
 
2.53
%
Minus:
 
 
 
 
 
 
 
 
Amortization of capitalized financing costs
 
1,757

 
3,210

 
0.06
 %
 
0.13
%
EBITDA
 
272,375

 
228,338

 
9.92
 %
 
9.22
%
Add:
 
 
 
 
 
 
 
 
Foreign currency transaction losses (gains)
 
(1,721
)
 
691

 
(0.06
)%
 
0.03
%
Acquisition charges
 
179

 

 
0.01
 %
 
%
Restructuring charges
 
789

 

 
0.03
 %
 
%
Minus:
 
 
 
 
 
 
 
 
   Net income (loss) attributable to noncontrolling interest
 
(194
)
 
542

 
(0.01
)%
 
0.02
%
Adjusted EBITDA
 
$
271,816

 
$
228,487

 
9.90
 %
 
9.23
%
 
 
 
 
 
 
 
 
 
Net Revenue:
 
$
2,746,678

 
$
2,479,340

 
$
2,746,678

 
$
2,479,340



8



A reconciliation of net income (loss) attributable to Pilgrim's Pride Corporation per common diluted share to adjusted net income (loss) attributable to Pilgrim's Pride Corporation per common diluted share is as follows:
PILGRIM'S PRIDE CORPORATION
Reconciliation of Adjusted Earnings
(Unaudited)
 
 
 
 
 
 
 
Thirteen Weeks Ended
 
 
April 1,
2018
 
March 26,
2017
 
 
(In thousands, except per share data)
Net income (loss) attributable to Pilgrim's Pride Corporation
 
$
119,418

 
$
93,921

Loss on early extinguishment of debt
 
12,895

 

Acquisition and restructuring charges, net of taxes

968

 

Foreign currency transaction losses (gains)
 
(1,721
)
 
691

Income (loss) before loss on early extinguishment of debt and foreign
currency transaction losses (gains)
 
131,560

 
94,612

Weighted average diluted shares of common stock outstanding
 
248,989

 
248,926

Income (loss) before loss on early extinguishment of debt and foreign
currency transaction losses (gains) per common diluted share
 
$
0.53

 
$
0.38



9



A reconciliation of GAAP earnings per share (EPS) to adjusted earnings per share (EPS) is as follows:

PILGRIM'S PRIDE CORPORATION
Reconciliation of GAAP EPS to Adjusted EPS
(Unaudited)
 
 
 
 
 
Thirteen Weeks Ended
 
April 1, 2018
 
March 26, 2017
 
(In thousands, except per share data)
GAAP EPS
$
0.48

 
$
0.38

Loss on early extinguishment of debt
0.05

 

Acquisition and restructuring charges, net of taxes
0.01

 

Foreign currency transaction losses (gains)
(0.01
)
 

Adjusted EPS
$
0.53

 
$
0.38

 
 
 
 
Weighted average diluted shares of common stock outstanding
248,989

 
248,926



10



PILGRIM'S PRIDE CORPORATION
Supplementary Selected Segment and Geographic Data
 
 
 
 
 
 
 
Thirteen Weeks Ended
 
 
April 1, 2018
 
March 26, 2017
 
 
(Unaudited)
 
 
 
 
(In thousands)
Sources of net sales by country of origin:
 
 
 
 
US:
 
$
1,841,105

 
$
1,736,405

Europe:
 
544,300

 
458,848

Mexico:
 
361,273

 
284,087

Total net sales:
 
$
2,746,678

 
$
2,479,340

 
 
 
 
 
Sources of cost of sales by country of origin:
 
 
 
 
US:
 
$
1,658,734

 
$
1,548,099

Europe:
 
501,568

 
417,518

Mexico:
 
298,735

 
257,212

Elimination:
 
(24
)
 
(24
)
Total cost of sales:
 
$
2,459,013

 
$
2,222,805

 
 
 
 
 
Sources of gross profit by country of origin:
 
 
 
 
US:
 
$
182,370

 
$
188,306

Europe:
 
42,733

 
41,330

Mexico:
 
62,538

 
26,875

Elimination:
 
24

 
24

Total gross profit:
 
$
287,665

 
$
256,535

 
 
 
 
 
Sources of operating income by country of origin:
 
 
 
 
US:
 
$
127,286

 
$
133,556

Europe
 
21,413

 
14,372

Mexico:
 
52,870

 
18,772

Elimination:
 
24

 
24

Total operating income:
 
$
201,593

 
$
166,724




11