SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended JUNE 28, 1997
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 (I.R.S. Employer
incorporation or organization) Identification No.)
110 SOUTH TEXAS, PITTSBURG, TX 75686-0093
(Address of principal executive offices) (Zip code)
(903) 855-1000
(Telephone number of principle executive offices)
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 periods 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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
COMMON STOCK $.01 PAR VALUE--- 27,589,250 SHARES AS OF AUGUST 11, 1997
1
INDEX
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited):
Condensed consolidated balance sheets:
June 28, 1997 and September 28, 1996
Consolidated statements of income (loss):
Three months and nine months ended June 28, 1997 and June 29,
1996
Consolidated statements of cash flows:
Nine months ended June 28, 1997 and June 29, 1996
Notes to condensed consolidated financial statements--June 28, 1997
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
1
PART I. FINANCIAL INFORMATION
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ITEM 1: FINANCIAL STATEMENTS :
June 28, September 28,
1997 1996
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 8,076 $ 18,040
Trade accounts and other receivables,
less allowance for doubtful accounts 75,006 65,887
Inventories 146,005 136,866
Deferred income taxes 6,082 6,801
Prepaid expenses 1,418 907
Other current assets 211 757
Total Current Assets 236,798 229,258
Other Assets 21,374 18,827
Property, Plant and Equipment 503,322 466,672
Less accumulated depreciation 194,769 178,035
308,553 288,637
$ 566,725 $ 536,722
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks $ 20,000 $ 27,000
Accounts payable 67,197 71,354
Accrued expenses 38,888 33,599
Current maturities of long-term debt 10,884 8,850
Total Current Liabilities 136,969 140,803
Long-Term Debt, less current maturities 210,358 198,334
Deferred Income Taxes 54,317 53,608
Minority Interest in Subsidiary 842 842
Stockholders' Equity:
Common stock; $.01 par value 276 276
Additional paid-in capital 79,763 79,763
Retained earnings 84,200 63,096
Total Stockholders' Equity 164,239 143,135
$ 566,725 $ 536,722
See notes to condensed consolidated financial statements.
1
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 28, 1997 JUNE 29, 1996 JUNE 28, 1997 JUNE 29, 1996
(in thousands, except share and per share data)
Net Sales $335,168 $294,339 $936,375 $833,818
Costs and Expenses:
Cost of sales 307,883 276,955 855,738 779,415
Selling, general and
administrative 14,658 11,930 42,035 36,440
322,541 288,885 897,773 815,855
Operating income 12,627 5,454 38,602 17,963
Other Expense (Income):
Interest expense, net 5,572 5,526 16,305 15,857
Foreign exchange
loss (gain) 112 (59) 648 1,163
Miscellaneous, net (128) (600) (3,034) (1,177)
5,556 4,867 13,919 15,843
Income before income taxes
and extraordinary
charge 7,071 587 24,683 2,120
Income tax
(benefit) expense (215) (420) 2,337 2,372
Net income (loss) before
extraordinary charge 7,286 1,007 22,346 (252)
Extraordinary charge-early
repayment of debt,
net of tax - - - (2,780)
Net income (loss) $ 7,286 $ 1,007 $ 22,346 $ (3,032)
Net income (loss)
per common share before
extraordinary charge $.26 $.04 $.81 $(.01)
Extraordinary charge
per common share - - - (.10)
Net income (loss)
per common share $.26 $.04 $.81 $(.11)
Dividends
per common share $.015 $.015 $.045 $.045
Weighted average shares
outstanding 27,589,250 27,589,250 27,589,250 27,589,250
See Notes to condensed consolidated financial statements.
1
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
June 28, 1997
PILGRIM'S PRIDE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
NINE MONTHS ENDED
JUNE 28, 1997 JUNE 29, 1996
Cash Flows From Operating Activities: (In thousands)
Net income (loss) $ 22,346 $ (3,032)
Adjustments to reconcile net income (loss) to cash
provided by operating activities:
Depreciation and amortization 21,746 21,993
Gain on property disposals (165) (262)
Provision for losses on accounts receivable (395) 669
Deferred income taxes 1,429 (4,453)
Extraordinary charge - 4,587
Changes in operating assets and liabilities:
Accounts and other receivable (11,918) (4,342)
Inventories (9,140) (28,368)
Prepaid expenses 27 (1,033)
Accounts payable and accrued expenses 1,132 9,073
Other (157) (171)
Cash Flows Provided By (Used In) Operating Activities 24,905 (5,339)
Investing Activities:
Acquisitions of property, plant and equipment (40,775) (28,655)
Proceeds from property disposals 374 1,378
Other, net (157) 294
Net Cash Used In Investing Activities (40,558) (26,983)
Financing Activities:
Proceeds from notes payable to banks 49,500 70,500
Re-payments of notes payable to banks (56,500) (56,500)
Proceeds from long-term debt 20,661 50,029
Payments on long-term debt (6,716) (30,600)
Extraordinary charge, cash items - (3,920)
Cash dividends paid (1,241) (1,241)
Cash Provided By Financing Activities 5,704 28,268
Effect of exchange rate changes on cash
and cash equivalents (15) (29)
Decrease in cash and cash equivalents ( 9,964) (4,083)
Cash and cash equivalents at beginning of year 18,040 11,892
Cash and cash equivalents at end of period $ 8,076 $ 7,809
Supplemental disclosure information:
Cash paid during the period for
Interest (net of amount capitalized) $ 13,807 $ 12,229
Income Taxes $ 1,933 $ 4,844
See notes to condensed consolidated financial statements.
2
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
June 28, 1997
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. 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 recurring
accruals) considered necessary for a fair presentation have been
included. Operating results for the period ended June 28, 1997 are not
necessarily indicative of the results that may be expected for the year
ended September 27, 1997. For further information, refer to the
consolidated financial statements and footnotes thereto included in
Pilgrim's annual report on Form 10-K for the year ended September 28,
1996.
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 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
NOTE B--NET INCOME PER COMMON SHARE
Earnings per share for the periods ended June 28, 1997 and June 29, 1996
are based on the weighted average shares outstanding for the periods.
NOTE C--INVENTORIES
Inventories consist of the following:
JUNE 28, 1997 SEPTEMBER 28, 1996
(in thousands)
Live chickens and hens $ 71,357 $ 66,248
Feed, eggs and other 37,542 39,804
Finished chicken products 37,106 30,814
$ 146,005 $ 136,866
NOTE D-LONG TERM DEBT
On April 15, 1997, the Company secured an additional $35 million in
secured term borrowing capacity from an exiting lender at rates of 2.0%
over LIBOR, with monthly principal and interest payments maturing in
February 2006. On June 9, 1997, the Company secured an additional $10
million in secured term borrowing capacity from a group of existing
lenders at rates equal to those under its existing $100 million revolving
credit facility and maturing in June 1999. As of August 11, 1997, $20
million had been borrowed under such facilitites.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL. Profitability in the chicken industry can be materially
affected by the commodity prices of feed grains and the commodity prices
of chicken and chicken parts, each of which are determined largely by
supply and demand. As a result, the chicken industry as a whole has been
characterized by cyclical earnings. Cyclical fluctuations in earnings of
individual chicken companies can be mitigated somewhat by (i) business
strategy; (ii) product mix; (iii) sales and marketing plans; and (iv)
operating efficiencies. In an effort to reduce price volatility and to
generate higher, more consistent profit margins, the Company has
concentrated on the production and marketing of prepared food products,
which generally have higher margins than the Company's other products.
Additionally, the production and sale in the U.S. of prepared food
products reduces the impact of feed grain costs on the Company's
profitability. As further processing is performed, feed grain costs
become a decreasing percentage of a products total production costs.
The following table presents certain information regarding the Company's
U.S. and Mexican operations.
Net Sales Net Sales
Three Months Ended Nine Months Ended
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
Sales to unaffiliated
customers:
United States $260,730 $232,931 $734,491 $663,883
Mexicotates 74,438 61,408 201,884 169,935
Operating Income:
United States 4,622 3,510 19,002 19,218
Mexico 8,005 1,944 19,580 (1,255)
The following table presents certain items as a percentage of net sales
for the periods indicated.
Percentage of Net Sales Percentage of Net Sales
Three Months Ended Nine Months Ended
June 28, June 29, June 28, June 29,
1997 1996 1997 1996
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 91.9 94.1 91.4 93.5
Gross Profit 8.1 5.9 8.6 6.5
Selling, General and
Administrative 4.4 4.1 4.5 4.4
Operating Income 3.8 1.9 4.1 2.2
Interest Expense 1.7 1.9 1.7 1.9
Income before Income Taxes 2.1 .2 2.6 .3
Net Income (Loss) 2.2 .3 2.4 (.4)
Net Income (Loss)
THIRD QUARTER 1997, COMPARED TO THIRD QUARTER 1996
NET SALES. Consolidated net sales were $335.2 million for
the third quarter of fiscal 1997, an increase of $40.8
million, or 13.9%, over the third quarter of fiscal 1996.
The increase in consolidated net sales resulted from a $28.3
million increase in U.S. chicken sales to $227.1 million, a
$13.0 million increase in Mexican chicken sales to $74.4
million offset partially by a $.5 million decrease of sales
of other U.S. products to $33.6 million. The increase in U.S.
chicken sales was primarily due to a 20.9% increase in
dressed pounds produced offset partially by a 5.5% decrease
in total revenue per dressed pound produced. The increase in
Mexican chicken sales was primarily due to a 16.4% increase
in total revenue per dressed pound and a 4.1% increase in
dressed pounds produced. The sales of other U.S. products
remained constant with a slight decrease in average selling
prices. The increase in U.S. dressed pounds produced was
partially a result of the inclusion of recently acquired
production from the Company's April, 1997 asset acquisition
of Green Acre Foods, Inc. Increased revenues per dressed
pound produced in Mexico was primarily the result of higher
sales prices as well as generally improved economic
conditions in Mexico compared to the prior year period as
well as producers in Mexico adjusting total production volume
in line with post-recession demand. The decrease in total
revenue per dressed pound produced in the U.S. was primarily
the result of lower prices realized on the sales of leg
quarters, resulting primarily from import duties placed on
U.S. chicken products by Russia.
COST OF SALES. Consolidated cost of sales was $307.9 million
in the third quarter of fiscal 1997, an increase of $30.9
million, or 11.2%, over the third quarter of fiscal 1996. The
increase primarily resulted from a $24.3 million increase in
cost of sales of U.S. operations, and a $6.6 million
increase in the cost of sales of Mexican operations. The
cost of sales increase in U.S. operations of $24.3 million
was due to a 20.9% increase in dressed pounds produced and
increased production of higher cost and margin products in
prepared foods offset by lower feed ingredient costs
experienced in the period. The increase in U.S. dressed
pounds produced was partially a result of the inclusion of
recently acquired production from the Company's April, 1997
asset acquisition of Green Acre Foods, Inc. The $6.6 million
cost of sales increase in Mexican operations was primarily
due to a 7.3% increase in average costs of sales per pound
and by a 4.1% increase in dressed pounds produced. The
increase in average costs of sales per pound was primarily
the result of generally higher costs of production compared
to the prior year offset partially by lower feed ingredient
costs experienced in the period.
GROSS PROFIT. Gross profit was $27.3 million in the third
quarter of fiscal 1997, an increase of $9.9 million, or
56.9%, over the third quarter of fiscal 1996. Gross profit
as a percentage of sales increased to 8.1% in the third
quarter of fiscal 1997 from 5.9% in the third quarter of
fiscal 1996. The increased gross profit resulted mainly from
higher Mexico sales prices as mentioned above resulting in
significantly higher margins in Mexico.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Consolidated
selling, general and administrative expenses were $14.7
million in the third quarter of fiscal 1997 and $11.9 million
in fiscal 1996. Consolidated selling, general and
administrative expenses as a percentage of sales increased
slightly in the third quarter of fiscal 1997 to 4.4% compared
to 4.1% in the third quarter of fiscal 1996.
OPERATING INCOME. Consolidated operating income was $12.6
million for the third quarter of fiscal 1997, an increase of
$7.2 million, or 131.5%, when compared to the third quarter
of fiscal 1996, resulting primarily from higher margins
experienced in the Mexican operations.
INTEREST EXPENSE. Consolidated net interest expense remained
relatively constant and was $5.6 million in the third quarter
of fiscal 1997 and $5.5 million in fiscal 1996, decreasing
interest expense as a percentage of sales to 1.7% in the
third quarter of fiscal 1997 compared to 1.9% in the same
period last year.
INCOME TAX EXPENSE. Consolidated income tax benefit in the
third quarter of fiscal 1997 was $.2 million compared to a
benefit of $.4 million in the third quarter of fiscal 1996.
NINE MONTHS ENDED JUNE 28, 1997, COMPARED TO
NINE MONTHS ENDED JUNE 29, 1996
NET SALES. Consolidated net sales were $936.4 million for
the first nine months of fiscal 1997, an increase of $102.6
million, or 12.3%, over the first nine months of fiscal 1996.
The increase in consolidated net sales resulted from a $63.4
million increase in U.S. chicken sales to $624.4 million, a
$32.0 million increase in Mexican chicken sales to $201.9
million and a $7.2 million increase of sales of other U.S.
products to $110.1 million. The increase in U.S. chicken
sales was primarily due to a 12.1% increase in dressed pounds
produced offset partially by a .7% decrease in total revenue
per dressed pound produced. The increase in Mexican chicken
sales was primarily due to a 24.4% increase in total revenue
per dressed pound offset slightly by a 4.5% decrease in
dressed pounds produced resulting from management's decision
in 1996 to reduce production due to the recession in Mexico.
The increase in sales of other U.S. products was primarily
the result of increased sales of the Company=s poultry by-
products group for the period. Increased revenues per
dressed pound produced in Mexico was primarily the result of
higher sales prices as well as generally improved economic
conditions in Mexico compared to the prior year period as
well as producers in Mexico adjusting total production volume
in line with post-recession demand. The decrease in total
revenue per dressed pound produced in the U.S. was primarily
the result of lower prices realized on the sales of leg
quarters, resulting primarily from import duties placed on
U.S. chicken products by Russia.
COST OF SALES. Consolidated cost of sales was $855.7 million
in the first nine months of fiscal 1997, an increase of $76.3
million, or 9.8%, over the first nine months of fiscal 1996.
The increase resulted primarily from a $65.8 million increase
in cost of sales of U.S. operations, and a $10.5 million
increase in the cost of sales in Mexican operations. The
cost of sales increase in U.S. operations of $65.8 million
was due to a 12.1% increase in dressed pounds produced and
increased production of higher cost and margin products in
prepared foods offset partially by lower feed ingredient
costs experienced during the period. The increase in U.S.
dressed pounds produced was partially a result of the
inclusion of recently acquired production
from the Company's April, 1997 asset acquisition of Green
Acre Foods, Inc. The $10.5 million cost of sales increase in
Mexican operations was primarily due to a 11.5% increase in
average costs of sales per pound offset partially by an 4.5%
decrease in dressed pounds produced. The increase in average
costs of sales per pound was primarily the result of
generally higher production costs compared to the prior year
offset partially by lower feed ingredient costs experienced
in the period.
GROSS PROFIT. Gross profit was $80.6 million for the first
nine months of fiscal 1997, an increase of $26.2 million, or
48.2%, over the same period last year. Gross profit as a
percentage of sales increased to 8.6% in the first nine
months of fiscal 1997 from 6.5% in the first nine months of
fiscal 1996. The increased gross profit resulted mainly from
higher Mexico sales prices as mentioned above resulting in
significantly higher margins in Mexico.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Consolidated
selling, general and administrative expenses were $42.0
million in the first nine months of fiscal 1997 and $36.4
million in fiscal 1996. Consolidated selling, general and
administrative expenses as a percentage of sales increased
slightly in the first nine months of fiscal 1997 to 4.5%
compared to 4.4% in the first nine months of fiscal 1996
OPERATING INCOME. Consolidated operating income was $38.6
million for the first nine months of fiscal 1997, an increase
of $20.6 million, or 114.9%, when compared to the first nine
months of fiscal 1996, resulting primarily from higher
margins experienced in the Mexican operations.
INTEREST EXPENSE. Consolidated net interest expense was
$16.3 million in the first nine months of fiscal 1997, an
slight increase of $.5 million, or 2.8%, when compared to the
first nine months of fiscal 1996. This increase was due to
slightly higher interest rates and higher outstanding debt
levels when compared to the first nine months of fiscal 1996,
however, resulting in a decrease in interest expense as a
percentage of sales to 1.7% the third quarter of fiscal 1997
compared to 1.9% in the same period last year.
MISCELLANEOUS EXPENSE. Consolidated miscellaneous, net a
component of AOther Expense (Income)@ was $3.0 million in the
first nine months of fiscal 1997, includes a $2.2 million
final settlement of claims resulting from the January 8, 1992
fire at the Company's prepared foods plant in Mt. Pleasant,
Texas.
INCOME TAX EXPENSE. Consolidated income tax expense in the
first nine months of fiscal 1997 decreased to $2.3 million
compared to an expense of $2.4 million in the first nine
months of fiscal 1996. The lower consolidated income tax
expense in contrast to higher consolidated income, resulted
from increased Mexican earnings which are not currently
subject to income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At June 28, 1997, the Company's working capital increased to
$99.8 million compared to $88.5 million at September 28,
1996. The current ratio at June 28, 1997 improved to 1.73 to
1 compared to 1.63 to 1 at September 28, 1996 and the
Company's stockholder=s equity increased to $164.2 million
from $143.1 million at September 28, 1996. Total debt to
capitalization decreased to 59.5% at June 28, 1997 compared
to 62.1% at September 28, 1996. The Company maintains $110
million in revolving credit facilities with available unused
lines of credit of $76.0 million at August 8, 1997.
Trade accounts and other receivables were $75.0 million at
June 28, 1997, compared to $65.9 million at September 28,
1996. The $9.1 million, or 13.8%, increase was due primarily
to increased average selling prices in Mexico as well as the
inclusion of receivables from sales resulting from recently
acquired production from Green Acre Foods, Inc. Allowances
for doubtful accounts, as a percentage of trade accounts and
notes receivable, were 4.3% at June 28, 1997 compared to 5.7%
at September 28, 1996. The decrease is due to increased net
sales resulting in a corresponding increase in trade accounts
and other receivables with the dollar amount of allowances
for doubtful accounts remaining relatively stable.
Inventories were $146.0 million at June 28, 1997, compared to
$136.9 million at September 28, 1996. The $9.1 million, or
6.7%, increase was due primarily to higher finished poultry
products and live chickens and hens inventories due to the
inclusion of newly acquired production capabilities from
Green Acre Foods, Inc., offset partially by the reduction of
feed costs in inventories.
Accounts payable were $67.2 million at June 28, 1997,
compared to $71.4 million at September 28, 1996. The $4.2
million, or 5.8%, decrease from September 28, 1996, was due
primarily to the reduction in costs of feed ingredients.
Capital expenditures for the third quarter of fiscal 1997
were $40.8 million and were primarily incurred to acquire or
expand production capacities in the U.S., improve
efficiencies, reduce costs and for the routine replacement of
equipment. The Company anticipates that it will spend
approximately $55 million for capital expenditures in fiscal
year 1997 and expects to finance such expenditures with
available operating cash flows and long-term financing. On
April 15, 1997, the Company completed its acquisition of
certain chicken producing assets of Green Acre Foods, Inc.,
an integrated chicken producer located in the Center and
Nacogdoches area of East Texas. These assets are capable of
producing 650,000 chickens per week.
On April 15, 1997, the Company secured an additional $35
million in secured term borrowing capacity from an exiting
lender at rates of 2.0% over LIBOR, with monthly principal
and interest payments maturing in February 2006. On June 9,
1997, the Company secured an additional $10 million in
secured term borrowing capacity from a group of existing
lenders at rates equal to those under its existing $100
million revolving credit facility and maturing in June 1999.
As of August 11, 1997, $20 million had been borrowed under
such facilitites.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the
three months ended June 28, 1997.
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.
PILGRIM'S PRIDE CORPORATION
Date AUGUST 11, 1997 Richard A. Cogdill
Executive Vice President and
Chief Financial Officer and
Secretary and Treasurer
in his respective capacity as
such
3
5
9-MOS
SEP-27-1997
JUN-28-1997
8,076
0
75,006
0
146,005
236,798
503,322
194,769
566,725
136,969
210,358
0
0
276
163,963
566,725
936,375
936,375
855,738
897,773
13,919
(395)
16,305
24,683
2,337
22,346
0
0
0
22,346
.81
.81
