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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 April 2, 1994
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 May 16, 1994
INDEX
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1: Financial Statements (Unaudited):
Condensed consolidated balance sheets:
April 2, 1994 and October 2, 1993
Consolidated statements of income:
Three months and six months ended April 2, 1994 and April 3, 1993
Consolidated statements of cash flows:
Six months ended April 2, 1994 and April 3, 1993
Notes to condensed consolidated financial statements--
April 2, 1994
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
PART I. FINANCIAL INFORMATION
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Item 1: Financial Statements (Unaudited):
April 2, 1994
(Unaudited) Oct 2, 1993
ASSETS
Current Assets:
Cash and cash equivalents $ 4,856,000 $ 4,526,000
Trade accounts and notes
receivable, net 57,191,000 59,608,000
Inventories 104,156,000 91,794,000
Deferred income taxes 9,831,000 --
Prepaid expenses 1,256,000 1,260,000
Other current assets 9,948,000 9,843,000
Total Current Assets 187,238,000 167,031,000
Other Assets 12,400,000 13,114,000
Property, Plant and Equipment 379,699,000 366,221,000
Less accumulated depreciation
and amortization 134,017,000 123,520,000
245,682,000 242,701,000
$ 445,320,000 $ 422,846,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable - banks $ 7,000,000 $ 12,000,000
Accounts payable 44,711,000 38,330,000
Accrued expenses 27,472,000 30,370,000
Current portion of long-term debt 12,452,000 13,643,000
Total Current Liabilities 91,635,000 94,343,000
Long-Term Debt, less
current portion 156,702,000 159,554,000
Deferred Income Taxes 49,177,000 36,656,000
Stockholders' Equity:
Common stock; $.01 par value 276,000 276,000
Additional paid-in capital 79,763,000 79,763,000
Retained earnings 67,767,000 52,254,000
Total Stockholders' Equity 147,806,000 132,293,000
$ 445,320,000 $ 422,846,000
See notes to condensed consolidated financial statements.
PILGRIM'S PRIDE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
April 2, April 3, April 2, April 3,
1994 1993 1994 1993
(13 weeks) (13 weeks) (26 weeks) (27 weeks)
Net sales $223,167,000 $227,670,000 $445,018,000 $448,123,000
Costs and expenses:
Cost of sales 196,762,000 195,114,000 387,476,000 387,232,000
Selling, general and
administrative 14,351,000 13,645,000 29,330,000 27,837,000
211,113,000 208,759,000 416,806,000 415,069,000
Operating Income 12,054,000 18,911,000 28,212,000 33,054,000
Other expense (income):
Interest expense 4,967,000 8,038,000 9,917,000 14,516,000
Miscellaneous (822,000) (282,000) (1,644,000) (784,000)
Total other
expense, net 4,145,000 7,756,000 8,273,000 13,732,000
Income before income taxes 7,909,000 11,155,000 19,939,000 19,322,000
Income tax expense
(benefit) (11,000) 3,348,000 3,598,000 4,687,000
Net Income $ 7,920,000 $ 7,807,000 $ 16,341,000 $ 14,635,000
Net income per share $.29 $0.28 $0.59 $0.53
Dividends per common share $.015 -- $.03 --
Weighted average
shares outstanding 27,589,250 27,589,250 27,589,250 27,589,250
See Notes to condensed consolidated financial statements.
PILGRIM'S PRIDE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
April 2, 1994 April 3, 1993
(26 weeks) (27 weeks)
Cash Flow From Operating Activities:
Net income $16,341,000 $14,635,000
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 12,599,000 13,585,000
Provision for losses on accounts receivable 1,414,000 476,000
Deferred income tax liability 2,690,000 3,376,000
Changes in operating assets and liabilities:
Accounts and notes receivable 1,002,000 (2,377,000)
Inventories (12,330,000) (350,000)
Prepaid expenses and other current assets (106,000) 2,000,000
Accounts payable and accrued expenses 3,898,000 (11,718,000)
(Gain) loss on property disposals (278,000) (265,000)
Other (114,000) (111,000)
Cash Provided By Operating Activities: 25,116,000 19,251,000
Investing Activities:
Acquisitions of property and equipment (14,975,000) (3,172,000)
Proceeds from property disposals 605,000 559,000
Net change in other assets 1,000 134,000
Net Cash Used In Investing Activities (14,369,000) (2,479,000)
Financing Activities:
Proceeds from notes payable to banks 6,000,000 --
Re-payments of notes payable to banks (11,000,000) (11,900,000)
Proceeds from long-term debt 31,000 --
Payments on long-term debt (4,149,000) (8,162,000)
Cash dividends paid (1,242,000) (414,000)
Cash Used In Financing Activities (10,360,000) (20,476,000)
Effect of exchange rate changes on cash
and cash equivalents (57,000) (60,000)
Increase (decrease) in cash
and cash equivalents 330,000 (3,764,000)
Cash and cash equivalents at beginning
of year 4,526,000 11,550,000
Cash and cash equivalents at
end of period $ 4,856,000 $ 7,786,000
Supplemental disclosure information:
Cash paid during the period for
Interest (net of amount capitalized) $10,076,000 $14,642,000
Income Taxes $ 1,455,000 $ 255,000
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENT (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
April 2, 1994 are not necessarily indicative of the results that may be
expected for the year ended October 1, 1994. 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 October 2, 1993.
The consolidated financial statements include the accounts of Pilgrim's and its
wholly 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-current 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. The translation ad
in the statements of operations.
NOTE B--NET INCOME PER COMMON SHARE
Earnings per share for the periods ended April 2, 1994 and April 3, 1993 are
based on the weighted average shares outstanding for the periods.
NOTE C--INVENTORIES
Inventories consist of the following:
April 2, 1994 Oct 2, 1993
Live broilers and hens $ 47,637,000 $ 44,417,000
Feed, eggs and other 27,684,000 25,473,000
Finished poultry product 28,835,000 21,904,000
$ 104,156,000 $91,794,000
NOTE D--INCOME TAXES
Effective October 3, 1993, the Company adopted the provisions of FAS Statement
No. 109, "Accounting for Income Taxes." As permitted under the new rules,
prior years' financial statements have not been restated.
The cumulative effect of adopting Statement 109 as of October 3, 1993 resulted
in no change to the reported net income amounts for the six months ended April
2, 1994.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of the Company's United States deferred tax liabilities and assets as of
October 3, 1993 are as follows (no significant foreign deferred tax assets or
liabilities exist):
Deferred tax liabilities:
Tax over book depreciation $ 23,004,000
Prior use of cash accounting 32,758,000
Total deferred tax liabilities 55,762,000
Deferred tax assets:
AMT credit carryforward 3,967,000
General business carryforward 2,462,000
Net operating loss carryforwards 6,589,000
Other 6,088,000
Total deferred tax assets 19,106,000
Net deferred tax liabilities $ 36,656,000
During the second quarter of fiscal 1994, pursuant to an organizational
restructuring of activities completed by the Company's Mexican subsidiaries
which significantly reduced Mexican taxes, the Company changed to computing its
income tax provision on a separate jurisdiction versus consolidated basis.
These changes, accompanied by strong Mexican operating results during the
quarter, resulted in no significant income tax provisions being provided during
the second quarter.
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following table presents certain items as a percentage of net sales for the
periods indicated.
Percentage of Net SalesPercentage of Net Sales
Three Months EndedSix Months Ended
April 2, April 3, April 2, April 3,
1994 1993 1994 1993
(13 weeks)(14 weeks) (26 weeks) (27 weeks)
Net sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 88.2% 85.7% 87.1% 86.4%
Gross profit 11.8% 14.3% 12.9% 13.6%
Selling, general and
administrative 6.4% 6.0% 6.6% 6.2%
Operating Income 5.4% 8.3% 6.3% 7.4%
Interest expense 2.2% 3.5% 2.2% 3.2%
Income before income taxes 3.5% 4.9% 4.5% 4.3%
Net Income 3.5% 3.4% 3.7% 3.3%
Second Quarter 1994, Compared to
Second Quarter 1993
Consolidated net sales were $223.2 million for the second quarter of fiscal
1994, a decrease of $4.5 million, or 2.0%, over the second quarter of fiscal
1993. The decrease in consolidated net sales resulted from a $7.3 million
decrease in Mexican chicken sales to $44.7 million, partially offset by a $1.6
million increase in sales of other domestic products to $26.9 million and a
$1.2 million increase in domestic chicken sales to $151.6. The decrease in
Mexican chicken sales was primarily due to a 22.7% decrease in total revenue
per dressed pound produced due to lower prices for poultry products and the
effects of a change in Mexican operations sales mix offset partially by a 11.1%
increase in dressed pounds produced. The increase in sales of other domestic
products was primarily due to increased sales of Pilgrim's retail feed products
offset partially by lower sales of poultry by-products and commercial eggs.
The increase in domestic chicken sales was primarily due to a .6% increase in
dressed pounds produced offset partially by a .2% decrease in the total revenue
per dressed pound produced.
Consolidated cost of sales was $196.8 million in the second quarter of fiscal
1994, an increase of $1.6 million, or .8%, over the second quarter of fiscal
1993. The increase resulted from a $5.4 million increase in the cost of sales
from domestic operations offset partially by a $3.8 million decrease in cost of
sales of Mexican operations.
The cost of sales increase in domestic operations of $5.4 million was primarily
due to a 11.1% increase in feed ingredient costs, increased cost of sales in
the Company's sales of other domestic products and a .6% increase in dressed
pounds produced.
The cost of sales decrease in Mexican operations of $3.8 million was primarily
due to lower live production costs due to increased efficiency's occurring
while feed ingredient costs increased 10.4% and total dressed pounds produced
increased 11.1%.
Gross profit as a percentage of sales decreased to 11.8% in the second quarter
of fiscal 1994 from 14.3% in the second quarter of fiscal 1993. The decreased
gross profit of the Company's Mexican operation was primarily the result of a
22.7% decease in total revenue per dressed pound partially offset by a decease
in average cost of sales per dressed pound. The decreased gross profit in
domestic chicken operations was a result of increased cost of sales per dressed
pound partially offset by an increase in total revenues per dressed pound.
Consolidated selling general and administrative expenses were $14.4 million for
the second quarter of fiscal 1994, an increase of $.7 million or 5.2%, when
compared to the second quarter of fiscal 1993. Consolidated selling, general
and administrative expenses as a percentage of sales increased to 6.4% compared
to 6.0% in the second quarter of fiscal 1993; these increases were primarily
due to increased selling expenses and provisions for losses on accounts
receivable in the Company's Mexican operation offset partially by reduced
selling and administrative costs in the Company's domestic operation and
reduced accrued retirement and bonuses costs due to lower operating profits.
Consolidated operating income was $12.1 million for the second quarter of
fiscal 1994 a decrease of $6.9 million, or 36.3%, when compared to the second
quarter of 1993. The decrease was due primarily to lower margins.
Consolidated net interest expense was $5.0 million in the second quarter of
fiscal 1994 a decrease of $3.1 million, or 38.2%, when compared to the second
quarter of fiscal 1993. This decrease was due to a reduction of amortization
of fees and expenses incurred for refinancing, lower outstanding debt and lower
interest rates when compared to the second quarter of fiscal 1993.
Consolidated income tax expense as a percentage of income before income taxes
decreased in the second quarter of fiscal 1994 to a benefit of $11,000 compared
to an expense of $3.3 million in the second quarter of fiscal 1993. This
reduction resulted from a restructuring of activities in Mexico and a change in
the method of computing the income tax provision. See Note D to the
Consolidated Financial Statements.
Six Months Ended April 2, 1994, Compared to
Six Months Ended April 3, 1993
The accounting cycle of Pilgrim's Pride Corporation, (the "Company"), consisted
of 26 weeks of operations during the first six months of fiscal 1994 compared
to 27 weeks during the first six months of fiscal 1993, an operating cycle
reduction of 3.7%.
Consolidated net sales were $445.0 million for the first six months of fiscal
1994, a decrease of $3.1 million, or .7%, over the first six months of fiscal
1993. The decrease in consolidated net sales resulted from a $5.8 million
decrease in Mexican chicken sales to $93.6 million offset partially by a $1.4
million increase in domestic chicken sales to $298.7 million and a $1.3 million
increase in sales of other domestic products to $52.7 million. The decrease in
Mexican chicken sales was primarily due to a 7.0% decrease in total revenue per
dressed pound produced due to lower prices for poultry products and the effects
of change in Mexican operations sales mix partially offset by a 1.2% increase
in dressed pounds produced. The increase in domestic chicken sales was
primarily due to a 3.7% increase in the total revenue per dressed pound
produced offset partially by a 3.1% decrease in dressed pounds produced. The
increase in sales of other domestic products was primarily due to increased
sales of Pilgrim's retail feed products offset partially by lower sales of
poultry by-products and commercial eggs.
Consolidated cost of sales was $387.5 million in the first six months of fiscal
1994, an increase of $.2 million, or less than .1% over the first six months of
fiscal 1993. The increase resulted from an $11.0 million increase in the cost
of sales in domestic operations offset by a $10.8 million decrease in cost of
sales of Mexican operations.
The cost of sales increase in domestic operations of $11.0 million occurring
while dressed pounds decreased 3.1% was primarily due to a 9.2% increase in
feed ingredient costs, higher production costs and increased costs of sales in
the Company's sales of other domestic products.
The $10.8 million cost of sales decrease in Mexican operations was primarily
due to lower live production costs due to increased efficiency's occurring
while feed ingredient costs increased 6.0% and total dressed pounds produced
increased 1.2%.
Gross profit as a percentage of sales decreased to 12.9% in the first six
months of fiscal 1994 from 13.6% in the first six months of fiscal 1993. The
decreased gross profit of the Company's domestic chicken operation was a result
of increased average cost of sales per dressed pound offset partially by an
increase in total revenues per dressed pound. The increased gross profit of
the Mexican operation was primarily a result of decrease in average cost of
sales per dressed pound offset partially by a decrease of total revenues per
dressed pound.
Consolidated selling, general and administrative expenses were $29.3 million
for the first six months of fiscal 1994, an increase of $1.5 million or 5.4%,
when compared to the first six months of fiscal 1993. Consolidated selling,
general and administrative expenses as a percentage of sales increased in the
first six months of fiscal 1994 to 6.6% compared to 6.2% in the first six
months of fiscal 1993; these increases are primarily due to increased selling
expenses and provisions for losses on accounts receivable in the Company's
Mexican operation offset partially by reduced selling, general and
administrative costs in the Company's domestic operation.
Consolidated operating income was $28.2 million for the first six months of
fiscal 1994 a decrease of $4.8 million, or 14.6%, when compared to the first
six months of 1993. The decrease was due primarily to lower margins in
domestic operations described previously.
Consolidated net interest expense was $9.9 million a decrease of $4.6 million,
or 31.7%, when compared to the first six months of fiscal 1993. This decrease
was due to a reduction of amortization of fees and expenses incurred for
refinancing, lower outstanding debt and lower interest rates when compared to
the first six months of fiscal 1993.
Consolidated income tax expense as a percentage of income before income taxes
decreased in the first six months of fiscal 1994 to 18.0% compared to 24.3% in
the first six months of 1993. This decrease was due primarily to the
restructuring of Mexico activities and the change in computation of the tax
provision as discussed above. See Note D to the Consolidated Financial
Statements.
Liquidity and Capital Resources
The Company's liquidity in the first six months of fiscal 1994 continued
showing marked improvement from the previous year end due to record first six
months net income. The Company's working capital at April 2, 1994 increased to
$95.6 million ($85.8 million excluding current deferred income taxes recorded
in connection with the adoption of FAS 109) from $72.7 million at October 2,
1993.
The current ratio at April 2, 1994 increased to 2.04 to 1 (1.94 to 1 excluding
current deferred income taxes recorded in connection with the adoption of FAS
109) from 1.77 at 1 at October 2, 1993 and the Company's stockholder's equity
increased to $147.8 million at April 2, 1994 from $132.3 million at October 2,
1993. The Company reduced its ratio of total debt to capitalization to 54.4%
at April 2, 1994 from 58.3% at October 2, 1993. The Company maintains a $75
million revolving credit facility with available unused lines of credit of $60
million at May 13, 1994.
Trade accounts and other accounts receivable were $57.2 million at April 2,
1994, a $2.4 million decrease from October 2, 1993. This 4.0% decease was due
primarily to a decrease in the amounts of property insurance claims receivable
at April 2, 1994 and improved collections experienced in the second quarter of
fiscal 1994.
Inventories were $104.2 million at April 2, 1994, a $12.4 million increase from
October 2, 1993. This 13.5% increase was primarily due to an increased
production which require higher inventories and higher feed costs which are
included in live broiler and hens and feed, eggs and other inventories until
such time as they are sold.
Accounts payable were $44.7 million at April 2, 1994, a 16.7% increase from
October 2, 1993, primarily due to increases in feed ingredient costs.
Deferred tax assets recorded in accordance with FAS 109 were $19.1 million as
of October 3, 1993. The company believes that all of these deferred tax assets
will be realized through the reversal of existing temporary differences and
anticipated future taxable earnings.
Capital expenditures for the first six months of fiscal 1994 were $15.0 million
and were primarily incurred to improve efficiencies and for the routine
replacement of equipment. The Company anticipates that it will spend $25.0
million or less for capital expenditures in fiscal year 1994 and expects to
finance such expenditures with available operating cash flow and leases.
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 six months ended
April 2, 1994.
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 May 17, 1994 /s/ Clifford E. Butler
Clifford E. Butler
Vice Chairman of the Board,
Chief Financial Officer and
Secretary and Treasurer
in his respective capacity
as such