SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 26, 2004
PILGRIM’S PRIDE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-9273 | 75-1285071 | ||
| (State of Other Jurisdiction |
(Commission File Number) |
(IRS Employer Identification No.) |
| 110 South Texas Street Pittsburg, Texas |
75686-0093 | |
| (Address of Principal Executive Offices) | (ZIP Code) |
Registrant’s telephone number, including area code: (903) 855-1000
Item 9. Regulation FD Disclosure
Attached hereto as Exhibit 99.1 is certain supplemental historical financial information of Pilgrim’s Pride Corporation, including quarterly information regarding net sales by primary market line.
| Exhibit Number |
Description | |
| 99.1 | Supplemental Historical Financial Information |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 26, 2004
PILGRIM’S PRIDE CORPORATION
| By: | /s/ Richard A. Cogdill | |
| Richard A. Cogdill | ||
| Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
Exhibit Index
| Exhibit Number |
Description | |
| 99.1 | Supplemental Historical Financial Information |
EXHIBIT 99.1
Pilgrim’s Pride Corporation
Net Sales by Primary Market Line
for Quarter Ended April 3, 2004
The following table sets forth net sales attributable to each of our primary product lines and markets served with those products. We based the table on our internal sales reports and their classification of product types and customers. The information in these tables should be read in conjunction with the information in our SEC filings, including the discussion of our primary product lines and markets served with those products included in our most recent Annual Report on Form 10-K.
| April 3, 2004 | |||
| Chicken Sales: |
|||
| United States |
|||
| Prepared Foods: |
|||
| Foodservice |
$ | 431,222 | |
| Retail |
$ | 56,006 | |
| Total Prepared Foods |
$ | 487,229 | |
| Fresh Chicken: |
|||
| Foodservice |
$ | 346,735 | |
| Retail |
$ | 176,739 | |
| Total Fresh Chicken |
$ | 523,473 | |
| Export and Other |
|||
| Prepared Foods |
$ | 8,555 | |
| Chicken-Other |
$ | 48,944 | |
| Total Export and Other |
$ | 57,499 | |
| Total U.S. Chicken |
$ | 1,068,201 | |
| Mexico: |
$ | 88,957 | |
| Total Chicken Sales |
$ | 1,157,158 | |
| Total Prepared Foods |
495,784 | ||
| Turkey Sales: |
|||
| Prepared Foods: |
|||
| Foodservice |
$ | 17,401 | |
| Retail |
$ | 7,710 | |
| Total Prepared Foods |
$ | 25,111 | |
| Fresh Turkey: |
|||
| Foodservice |
$ | 8,059 | |
| Retail |
$ | 19,206 | |
| Total Fresh Turkey |
$ | 27,265 | |
| Export and Other |
|||
| Prepared Foods |
$ | 525 | |
| Turkey-Other |
$ | 1,208 | |
| Total Export and Other |
$ | 1,733 | |
| Total Turkey Sales |
$ | 54,110 | |
| Total Prepared Foods |
$ | 25,636 | |
| Sale of Other Products |
|||
| U.S. |
$ | 166,804 | |
| Mexico |
$ | 6,836 | |
| Total Other Products |
$ | 173,639 | |
| Total Net Sales |
$ | 1,384,907 | |
| April 3, 2004 |
|||
| Chicken Sales: |
|||
| U.S. Chicken Sales: |
|||
| Prepared Foods: |
|||
| Foodservice |
40.4 | % | |
| Retail |
5.2 | % | |
| Total Prepared Foods |
45.6 | % | |
| Fresh Chicken: |
|||
| Foodservice |
32.5 | % | |
| Retail |
16.5 | % | |
| Total Fresh Chicken |
49.0 | % | |
| Export and Other |
|||
| Prepared Foods |
0.8 | % | |
| Chicken-Other |
4.6 | % | |
| Total Export and Other |
5.4 | % | |
| Total U.S. Chicken |
100.0 | % | |
| Turkey Sales: |
|||
| U.S. Turkey Sales: |
|||
| Prepared Foods: |
|||
| Foodservice |
32.2 | % | |
| Retail |
14.2 | % | |
| Total Prepared Foods |
46.4 | % | |
| Fresh Turkey: |
|||
| Foodservice |
14.9 | % | |
| Retail |
35.5 | % | |
| Total Fresh Turkey |
50.4 | % | |
| Export and Other |
|||
| Prepared Foods |
1.0 | % | |
| Turkey-Other |
2.2 | % | |
| Total Export and Other |
3.2 | % | |
| Total U.S. Turkey |
100.0 | % | |
Pilgrim’s Pride Corporation
Selected Financial Data
for quarters ended:
Our selected financial data is derived from our financial statements. Historical results should not be taken as necessarily indicative of the results that may be expected for any future period. You should read this financial data in conjunction with the appropriate period financial statements and the related notes and “Management's Discussion and Analysis of Results of Operations and Financial Condition” included in our SEC filings.
| 04/03/04 |
01/03/04 (a)(b) |
|||||||
| Income Statement Data: |
||||||||
| Net sales |
$ | 1,384,908 | $ | 1,044,366 | ||||
| Non-recurring recoveries |
(68 | ) | (8 | ) | ||||
| Gross margin |
127,168 | 77,111 | ||||||
| Selling, general and administrative expenses |
65,649 | 46,303 | ||||||
| Operating income (loss) |
61,518 | 30,808 | ||||||
| Interest expense, net |
13,524 | 12,444 | ||||||
| Miscellaneous, net |
1,449 | (321 | ) | |||||
| Income (loss) before income taxes and extraordinary charge |
46,545 | 18,607 | ||||||
| Income tax expense (benefit) |
13,594 | 8,321 | ||||||
| Income (loss) before extraordinary charge |
32,951 | 10,286 | ||||||
| Extraordinary charge—net of tax |
— | — | ||||||
| Net income (loss) |
$ | 32,951 | $ | 10,286 | ||||
| Per Common Share Data: (d) |
||||||||
| Income (loss) before extraordinary charge |
$ | 0.50 | $ | 0.20 | ||||
| Extraordinary charge—early repayment of debt |
— | — | ||||||
| Net Income (loss) |
$ | 0.50 | $ | 0.20 | ||||
| Cash dividends |
$ | 0.015 | $ | 0.015 | ||||
| Book value |
$ | 12.62 | $ | 12.10 | ||||
| Balance Sheet Summary: |
||||||||
| Working capital |
$ | 325,602 | $ | 361,346 | ||||
| Total assets |
$ | 2,148,048 | $ | 2,197,302 | ||||
| Notes payable and current maturities of long-term debt |
$ | 12,331 | $ | 11,413 | ||||
| Long-term debt, less current maturities |
$ | 643,298 | $ | 714,325 | ||||
| Total debt |
$ | 655,629 | $ | 725,738 | ||||
| Senior secured debt (included in Total Debt) |
$ | 255,629 | $ | 425,738 | ||||
| Total stockholders’ equity |
$ | 840,193 | $ | 808,444 | ||||
| Cash Flow Summary: |
||||||||
| Operating cash flow |
$ | 41,063 | $ | 118,797 | ||||
| Depreciation & amortization (e) |
$ | 33,087 | $ | 25,911 | ||||
| Capital expenditures |
$ | 19,429 | $ | (20,552 | ) | |||
| Business acquisitions |
$ | 1,343 | $ | (302,712 | ) | |||
| Financing activities, net |
$ | (71,381 | ) | $ | (285,180 | ) | ||
| Cashflow Ratios: |
||||||||
| EBITDA (f) |
$ | 92,668 | $ | 56,443 | ||||
| EBITDA (last four qtrs.) |
$ | 247,934 | $ | 200,775 | ||||
| Key Indicators (as a percentage of net sales): |
||||||||
| Gross margin |
9.2 | % | 7.4 | % | ||||
| Selling, general and administrative expenses |
4.7 | % | 4.4 | % | ||||
| Operating income (loss) |
4.4 | % | 2.9 | % | ||||
| Interest expense, net |
1.0 | % | 1.2 | % | ||||
| Net income (loss) |
2.4 | % | 1.0 | % | ||||
| (a) | The Company acquired the Conagra Chicken Division on November 23, 2003 for $665.8 million and the assumption of $187.1 million of indebtedness. The acquisition has been accounted for as a purchase, and the results of operations for this acquisition have been included in our consolidated results of operations since the acquisition date. |
| (b) | Fiscal quarters ended January 3, 2004, and January 1, 1999 and had 14 weeks. |
| (c) | The Company acquired WLR Foods on January 27, 2001 for $239.5 million and the assumption of $45.5 million of indebtedness. The acquisition has been accounted for as a purchase, and the results of operations for this acquisition have been included in our consolidated results of operations since the acquisition date. |
| (d) | Historical per share amounts represent both basic and diluted and have been restated to give effect to a stock dividend issued on July 30, 1999. See Note F of the Consolidated Financial Statements of the Company included in our Annual Report on Form 10-K filed in year 2001. |
| 04/03/04 |
01/03/04 | |||||||
| (e) |
Includes amortization of capitalized financing costs of approximately | $ | 488 | $ | 519 | |||
| (f) | “EBITDA” is defined as the sum of net income (loss) before extraordinary charges, interest, taxes, depreciation and amortization. EBITDA is presented because it is used by us, and we believe it is frequently used by securities analysts, investors and other interested parties, in addition to and not in lieu of GAAP results, to compare the performance of companies. EBITDA is not a measurement of financial performance under generally accepted accounting principles and 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 generally accepted accounting principles. EBITDA is calculated as follows: |
| 04/03/04 |
01/03/04 | |||||
| Net Income |
$ | 32,951 | $ | 10,286 | ||
| Add: |
||||||
| Extraordinary charge-net of tax |
— | — | ||||
| Income Tax Expense (benefit) |
13,594 | 8,321 | ||||
| Interest expense, net |
13,524 | 12,444 | ||||
| Depreciation and amortization |
33,087 | 25,911 | ||||
| Minus: |
||||||
| Amortization of capitalized financing costs |
488 | 519 | ||||
| EBITDA |
$ | 92,668 | $ | 56,443 | ||
Pilgrim’s Pride Corporation
Statistical Management Discussion and Analysis
for quarter ended:
Our Statistical Management Discussion and Analysis data is derived from our financial statements and internal reports. Historical results should not be taken as necessarily indicative of the results that may be expected for any future period. You should read this financial data in conjunction with the appropriate period financial statements and the related notes and “Management’s Discussion and Analysis of Results of Operations and Financial Condition” included in our SEC filings.
| 4/3/2004(a) |
||||
| United States |
||||
| Chicken Operations: |
||||
| U.S. Chicken Sales (000’s) |
$ | 1,068,201 | ||
| U.S. Chicken Sales divided by U.S. Chicken Net Pounds Produced |
$ | 0.8257 | ||
| U.S. Chicken Net Pounds Produced (000’s) |
1,293,636 | |||
| Other Operations: |
||||
| Other Sales (000’s) |
166,805 | |||
| U.S. Chicken Sales & Other Sales Totals: |
||||
| U.S. Chicken Sales & Other Sales (000’s) |
1,235,006 | |||
| U.S. Chicken & Other Operating Income (000’s) |
69,795 | |||
| U.S. Chicken & Other Operating Income as a percent of U.S. Chicken & Other Sales |
5.65 | % | ||
| Turkey |
||||
| U.S. Turkey Sales (000’s) |
54,110 | |||
| U.S. Turkey Sales divided by U.S. Turkey Net Pounds Produced |
$ | 0.5853 | ||
| U.S. Turkey Operating Income (000’s) |
(11,341 | ) | ||
| U.S. Turkey Operating Income as a percent of U.S. Turkey Sales |
-20.96 | % | ||
| U.S. Turkey Net Pounds Produced (000’s) |
92,456 | |||
| U.S. Summary |
||||
| U.S. Sales (000’s) |
1,289,116 | |||
| U.S. Cost of Sales (000’s) |
1,170,494 | |||
| U.S. Gross Margin (000’s) |
118,622 | |||
| U.S. Gross Margin as a percent of U.S. Sales |
9.20 | % | ||
| U.S. Selling, General and Administrative Expenses (000’s) |
60,168 | |||
| U.S. Selling, General and Administrative Expenses as a percent of U.S. Sales |
4.67 | % | ||
| U.S. Operating Income (000’s) |
58,454 | |||
| U.S. Operating Income as a percent of U.S. Sales |
4.53 | % | ||
| Mexico |
||||
| Chicken Operations: |
||||
| Mexico Chicken Sales (000’s) |
88,957 | |||
| Mexico Chicken Sales divided by Mexico Chicken Net Pounds Produced |
$ | 0.5760 | ||
| Mexico Other Operations: |
||||
| Mexico Other Sales (000’s) |
6,835 | |||
| Mexico Chicken and Other Operating Income (000’s) |
2,997 | |||
| Mexico Operating Income as a percent of Mexico Sales |
3.13 | % | ||
| Mexico Net Pounds Produced (000’s) |
154,432 | |||
| Consolidated Operations |
||||
| Chicken Operations: |
||||
| Chicken Sales from all Divisions (000’s) |
1,157,158 | |||
| Chicken Sales from all divisions divided by Chicken Net Pounds Produced from all Divisions |
$ | 0.7991 | ||
| Chicken Net Pounds Produced from all Divisions (000’s) |
1,448,068 | |||
| Other Operations: |
||||
| Other Sales (000’s) |
173,640 | |||
| Totals All Operations: |
||||
| Total Net Sales (000’s) |
1,384,908 | |||
| Total Cost of Sales (000’s) |
1,257,808 | |||
| Gross Margin from all operations (000’s) |
127,100 | |||
| Gross Margin from all operations as a percent of Total Net Sales |
9.18 | % | ||
| Total Selling, General and Administrative Expenses (000’s) |
65,649 | |||
| Total Selling, General and Administrative Expenses as a percent of Total Net Sales |
4.74 | % | ||
| Operating Income from all operations (000’s) |
61,451 | |||
| Operating Income from all operations as a percent of Total Net Sales |
4.44 | % | ||
| Avian Influenza Reimbursement (000’s) |
— | |||
| Vitamin Settlements (000’s) |
68 | |||
| Total Adjustments (000’s) |
68 | |||
| Consolidated Adjusted Chicken and Turkey Operating Income (000’s) |
61,519 | |||
| Consolidated Adjusted Chicken and Turkey Income as a percent of Total Net Sales |
4.44 | % | ||
| (a) | The acquisition of the Conagra Chicken Division has been accounted for as a purchase, and the results of operations for this acquisition have been included in our consolidated results of operations since November 23, 2003, the acquisition date. These results include net sales of $524.4 million and $102.4 million of Chicken Products and Other Products, respectively, and production of 676.4 million pounds of chicken products. |
Pilgrim's Pride Corporation
Proforma Statistical Management Discussion and Analysis
for quarters ended:
Our Statistical Management Discussion and Analysis data is derived from our financial statements and internal reports. Historical results should not be taken as necessarily indicative of the results that may be expected for any future period. You should read this financial data in conjunction with the appropriate period financial statements and the related notes and "Management's Discussion and Analysis of Results of Operations and Financial Condition" included in our SEC filings.
| 1/3/2004 (a)(b) |
09/27/03 |
06/28/03 |
03/29/03 |
12/28/02 |
||||||||||||||||
| United States |
||||||||||||||||||||
| Chicken Operations: |
||||||||||||||||||||
| U.S. Chicken Sales (000's) |
$ | 1,108,430 | $ | 979,178 | $ | 898,102 | $ | 851,088 | $ | 856,283 | ||||||||||
| U.S. Chicken Sales divided by U.S. Chicken Net Pounds Produced |
$ | 0.8144 | $ | 0.7289 | $ | 0.6873 | $ | 0.6842 | $ | 0.6826 | ||||||||||
| U.S. Chicken Net Pounds Produced (000's) |
1,361,110 | 1,343,288 | 1,306,716 | 1,243,827 | 1,254,466 | |||||||||||||||
| Other Operations: |
||||||||||||||||||||
| Other Sales (000's) |
209,793 | 175,041 | 186,929 | 171,859 | 176,127 | |||||||||||||||
| U.S. Chicken Sales & Other Sales Totals: |
||||||||||||||||||||
| U.S. Chicken Sales & Other Sales (000's) |
1,318,223 | 1,154,219 | 1,085,031 | 1,022,947 | 1,032,410 | |||||||||||||||
| U.S. Chicken & Other Operating Income (000's) |
75,737 | 41,664 | 19,514 | (16,120 | ) | 50,850 | ||||||||||||||
| U.S. Chicken & Other Operating Income as a percent of U.S. Chicken & Other Sales |
5.75 | % | 3.61 | % | 1.80 | % | -1.58 | % | 4.93 | % | ||||||||||
| Turkey |
||||||||||||||||||||
| U.S. Turkey Sales (000's) |
93,324 | 76,603 | 72,289 | 62,407 | 94,379 | |||||||||||||||
| U.S. Turkey Sales divided by U.S. Turkey Net Pounds Produced |
$ | 0.8998 | $ | 0.7753 | $ | 0.6617 | $ | 0.5672 | $ | 0.9047 | ||||||||||
| U.S. Turkey Operating Income (000's) |
(15,760 | ) | (23,669 | ) | (19,726 | ) | (15,403 | ) | (14,268 | ) | ||||||||||
| U.S. Turkey Operating Income as a percent of U.S. Turkey Sales |
-16.89 | % | -30.90 | % | -27.29 | % | -24.68 | % | -15.12 | % | ||||||||||
| U.S. Turkey Net Pounds Produced (000's) |
103,718 | 98,806 | 109,252 | 110,024 | 104,321 | |||||||||||||||
| U.S. Summary |
||||||||||||||||||||
| U.S. Sales (000's) |
1,411,547 | 1,220,822 | 1,157,320 | 1,085,354 | 1,126,789 | |||||||||||||||
| U.S. Cost of Sales (000's) |
1,286,890 | 580,392 | 522,326 | 1,075,289 | 1,078,189 | |||||||||||||||
| U.S. Gross Margin (000's) |
124,657 | 650,430 | 634,994 | 10,065 | 48,600 | |||||||||||||||
| U.S. Gross Margin as a percent of U.S. Sales |
8.83 | % | 52.85 | % | 54.87 | % | 0.93 | % | 4.31 | % | ||||||||||
| U.S. Selling, General and Administrative Expenses (000's) |
59,628 | 24,447 | 28,622 | 51,290 | 45,830 | |||||||||||||||
| U.S. Selling, General and Administrative Expenses as a percent of U.S. Sales |
4.22 | % | 1.99 | % | 2.47 | % | 4.73 | % | 4.07 | % | ||||||||||
| U.S. Operating Income (000's) |
65,029 | 625,983 | 606,372 | (41,225 | ) | 2,770 | ||||||||||||||
| U.S. Operating Income as a percent of U.S. Sales |
4.61 | % | 50.86 | % | 52.39 | % | -3.80 | % | 0.25 | % | ||||||||||
| Mexico |
||||||||||||||||||||
| Chicken Operations: |
||||||||||||||||||||
| Mexico Chicken Sales (000's) |
88,970 | 82,366 | 88,600 | 90,247 | 88,092 | |||||||||||||||
| Mexico Chicken Sales divided by Mexico Chicken Net Pounds Produced |
$ | 0.5057 | $ | 0.5331 | $ | 0.6175 | $ | 0.5759 | $ | 0.5898 | ||||||||||
| Mexico Other Operations: |
||||||||||||||||||||
| Mexico Other Sales (000's) |
4,642 | 4,424 | 5,321 | 2,644 | 6,377 | |||||||||||||||
| Mexico Chicken and Other Operating Income (000's) |
(5,446 | ) | (2,597 | ) | 8,830 | 3,872 | 6,214 | |||||||||||||
| Mexico Operating Income as a percent of Mexico Sales |
-5.82 | % | -2.99 | % | 9.40 | % | 4.17 | % | 6.58 | % | ||||||||||
| Mexico Net Pounds Produced (000's) |
175,922 | 154,518 | 143,474 | 156,717 | 149,356 | |||||||||||||||
| Consolidated Operations |
||||||||||||||||||||
| Chicken Operations: |
||||||||||||||||||||
| Chicken Sales from all Divisions (000's) |
1,197,400 | 1,061,544 | 986,702 | 941,335 | 944,375 | |||||||||||||||
| Chicken Sales from all divisions divided by Chicken Net Pounds Produced from all Divisions |
$ | 0.7790 | $ | 0.7087 | $ | 0.6804 | $ | 0.6721 | $ | 0.6727 | ||||||||||
| Chicken Net Pounds Produced from all Divisions (000's) |
1,537,032 | 1,497,806 | 1,450,190 | 1,400,544 | 1,403,822 | |||||||||||||||
| Other Operations: |
||||||||||||||||||||
| Other Sales (000's) |
214,435 | 179,465 | 192,250 | 174,503 | 182,504 | |||||||||||||||
| Totals All Operations: |
||||||||||||||||||||
| Total Net Sales (000's) |
1,505,159 | 1,317,612 | 1,251,241 | 1,178,245 | 1,221,258 | |||||||||||||||
| Total Cost of Sales (000's) |
1,379,648 | 1,244,716 | 1,189,863 | 1,157,917 | 1,179,318 | |||||||||||||||
| Gross Margin from all operations (000's) |
125,511 | 72,896 | 61,378 | 20,328 | 41,940 | |||||||||||||||
| Gross Margin from all operations as a percent of Total Net Sales |
8.34 | % | 5.53 | % | 4.91 | % | 1.73 | % | 6.39 | % | ||||||||||
| Total Selling, General and Administrative Expenses (000's) |
71,082 | 57,498 | 52,760 | 57,681 | 58,228 | |||||||||||||||
| Total Selling, General and Administrative Expenses as a percent of Total Net Sales |
4.72 | % | 4.36 | % | 4.22 | % | 4.90 | % | 4.77 | % | ||||||||||
| Operating Income from all operations (000's) |
54,429 | 15,398 | 8,618 | (37,353 | ) | 19,814 | ||||||||||||||
| Operating Income from all operations as a percent of Total Net Sales |
3.62 | % | 1.17 | % | 0.69 | % | -3.17 | % | 1.62 | % | ||||||||||
| Avian Influenza Reimbursement (000's) |
— | 10,434 | 67 | 1,749 | 14,301 | |||||||||||||||
| Vitamin Settlements (000's) |
— | 43 | 10,235 | 9,564 | 86 | |||||||||||||||
| Total Adjustments (000'S) |
— | 10,477 | 10,302 | 11,313 | 14,387 | |||||||||||||||
| Consolidated Adjusted Chicken and Turkey Operating Income (000's) |
54,429 | 25,875 | 18,920 | (26,040 | ) | 34,201 | ||||||||||||||
| Consolidated Adjusted Chicken and Turkey Income as a percent of Total Net Sales |
3.62 | % | 1.96 | % | 1.51 | % | -2.21 | % | 2.8 | % | ||||||||||
| (a) | The acquisition of the Conagra Chicken Division has been accounted for as a purchase, and the results of operations for this acquisition have been included in our consolidated results of operations since November 23, 2003, the acquisition date. |
| (b) | 14 week Quarter. |