Delaware |
1-9273 |
75-1285071 |
(State or Other Jurisdiction |
(Commission |
(IRS Employer |
of Incorporation) |
File Number) |
Identification No.) |
110 South Texas Street |
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Pittsburg, Texas |
75686-0093 |
(Address of Principal Executive Offices) |
(ZIP Code) |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
q |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
q |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
q |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
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Item 7.01 |
Regulation FD Disclosure |
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Exhibit
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Description |
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99.1 |
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Supplemental Historical Financial Information |
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PILGRIMS PRIDE CORPORATION
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By: |
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/s/ Richard A. Cogdill |
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Richard A. Cogdill
Executive Vice President, Chief Financial Officer,
Secretary and Treasurer |
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Exhibit
Number
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Description
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99.1 |
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Supplemental Historical Financial Information |
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.
10/02/04 07/03/04 04/03/04 01/03/04< TD style="BORDER-BOTTOM: medium none" vAlign=bottom align=left width="1%"> ( a ) ( c )< TR bgColor=#ffffff> Income Statement Data: Net sales $ 1,486,454 $ 1,447,995 $ 1,384,908 $ 1,044,366 Non-recurring recoveries (23,815 ) - (68 ) (8 ) Turkey restructuring and related costs 8,178 63,905 Gross margin 213,310 159,226 112,991 77,039 Selling, general and administrative expenses 73,960 69,907&nbs p; 51,472 46,231 Operating income (loss) 131,172 37,117 ( b ) 61,518 30,808 Interest expense, net 11,471 14,690 13,524 12,444 Miscellaneous, net 3,102 350 1,449 (321 ) Income (loss) before income taxes and extraordinary charge 116,599 22,077 46,545 18,607 Income tax expense (benefit) 44,269 12,263 13,594 8,321 Income (loss) before extraordinary charge 72,330 9,814 32,951 10,286 Extraordinary charge - net of tax - - - - Net income (loss) $ 72,330 $ 9,814 $ 32,951 $ 10,286 Per Common Share Data: (e) Income (loss) before extraordin ary charge $ 1.09 $ 0.15 $ 0.50 $ 0.20 Extraordinary charge - early repayment of debt - - - - Net Income (loss) $ 1.09 $ 0. 15 $ 0.50 $ 0.20 Cash dividends $ 0.002 $ 0.015 $ 0.015 $ 0.015 Book value $ 13.82 $ 12.77 $ 12.62 $ 12.10 Balance Sheet Summary: Working capital $ 397,285 $ 333,403 $ 325,602 $ 361,346 Total assets $ 2,259,471 $ 2,134,229 $ 2,148,048 $ 2,197,302 Notes payable and current maturities of long-term debt $ 8,428 $ 8,175 $ 12,331 $ 11,413 Long-term debt, less current maturities $ 535,866 $ 591,297 $ 643,298 $ 714,325 Total debt $ 544,294 $ 599,472 $ 655,629 $ 725,738 Senior secured debt (included in Total Debt) $ 244,294 $ 299,472 $ 255,629 $ 425,738 Total stockholders' equity $ 919,996 $ 849,862 $ 840,193 $ 808,444 Cash Flow Summary: Operating cash flow $ 63,843 $ 66,178 $ 41,063 $ 118,797 Depreciation & amortization (d) $ 25,487 $ 27,936 $ 33,087 $ 25,911 Capital expenditures $ 23,805 $ 19,922 $ 19,429 $ (20,552 ) Business acquisitions $ (14,142 ) $ 538 $ 1,343 $ (302,712 ) Financing activities, net $ (56,172 ) $ (57,155 ) $ (71,381 ) $ (285,180 ) Cashflo w Ratios: EBITDA (e) $ 153,022&nb sp; $ 64,294 $ 92,668 $ 56,443 EBITDA (last four qtrs.) $ 366,427 $ 258,997 $ 247,934 $ 200,775 Key Indicators (as a percentage of net sales):< TD style="BORDER-BOTTOM: #e2eef6" vAlign=bottom align=left width="1%"> Gross margin 14.4 % 11.0 % 8.2 % 7.4 % Selling, general and administrative expenses 5.0 % 4.8 % 3.7 % 4.4 % Operating income (loss) 8.8 % 2.6 % 4.4 % 2.9 % Interest expense, net 0.8 % 1.0 % 1.0 % 1.2 % Net income (loss) 4.9 % 0.7 % 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 acquisiti on have been included in our consolidated results of operations since the acquisition date.(b) Includes Turkey Restructuring Provision of $8.2 million and $63.9 million for the three months ended October 2 and July 3, 2004 respectively.(c) Fiscal quarters ended January 3, 2004, and January 1, 1999 and had 14 weeks.
< /TABLE> (d) Includes amortization of capitalized financing costs of approximately $ 535 $ 4 09 $ 488 $ 519
(e)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 performan ce derived in accordance with generally accepted accounting principles. EBITDA is calculated as follows:
Net Income $ 72,330 $ 9,814 $ 32,951 $ 10,286 Add:& nbsp; Extraordinary charge-net of tax - - - - Income Tax Expense (benefit) 44,269 12,263 13,594 8,321 Interest expense, net 11,471 14,690 13,524 12,444 Depreciation and amortization 25,487 27,936 33,087 25,911 Minus: Amortization of capitalized financing costs 535 409 488 519 EBITDA $ 153,022 $ 64,294 $ 92,668 $ 56,443
Pilgrim's Pride Corporation Selected Financial Data for fiscal years 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 "Manage ment's Discussion and Analysis of Results of Operations and Financial Condition"included in our SEC filings.
2004 (a) Income Statement Data: Net sales $ 5,363,723 Non-recurring recoveries (23,891 ) Turkey restructuring and related charges 72,083 Gross margin 574,261 Selling, general and administrative expenses 241,570 Operating income (loss) 260,608 Interest expense, net 52,129 Miscellaneous, net 4,651 Income (loss) before income taxes and extraordinary charge 203,828 Income tax expense (benefit) 78,448 Income (loss) before extraordinary charge 125,380 Extraordinary charge - net of tax - Net income (loss) $ 125,380 Per Common Share Data: Income (loss) before extraordinary charge $ 2.00 Extraordinary charge - early repayment of debt $ - Net Income (loss) $ 2.00 Cash dividends $ 0.060 Book value $ 13.82 Balance Sheet Summary: Working capital $ 397,285 Total assets $ 2,259,471 Notes payable and current maturities of long-term debt $ 8,428 Long-term debt, less current maturities $ 535,866 Total debt $ 244,294 Senior secured debt (included in Total Debt) $ 244,294 Total stockholders' equity $ 919,996 Cash Flow Summary: Operating cash flow $ 290,866 Depreciation & amortization (b) $ 113,788 Capital expenditures $ 79,642 Business acqu isitions $ 290,450 Financing activities, net $ 96,665 Cashflow Ratios: EBITDA (c) $ 369,745 EBITDA /interest expense, net 7.09 Key Indicators (as a percentage of net sales): Gross margin 10.7 % Selling, general and administrative expenses 5.8 % Operating income (loss) 4.9 % Interest expense, net 1.0% Net income (loss) 2.3 % (a) Fiscal 2004 had 53 weeks.
(b) Includes amortization of capitalized financing costs of approximately
(c) EBITDA is defined as the sum of net income (loss) before extraordinary charges, interest, taxes, depreciation and amortization. EBITDA is presented because itis 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 comparethe performance of companies. EBITDA is not a measurement of financial performance under generally accepted accounting principles and should not be considered as analternative to cash flow from operating activities or as a measure of liquidit y or an alternative to net income as indicators of our operating performance or any other measuresof performance derived in accordance with generally accepted accounting principles. EBITDA is calculated as follows:
Net Income $ 52,129 Add: Income Tax Expense (benefit) 574,261 Interest expense, net 5,363,723 Depreciation and amortization 244,294 Minus: Amortization of capitalized financing costs 0 EBITDA $ 6,234,407
Pilgrim's Pride Corporation Sales Segments for Quarters Ended: Since the Acquisition of WLR Foods on January 27, 2001, we operate in two reportable business segments as (1) a producer of chicken and other products and (2) a producer of turkey p roducts. Our chicken and other products segment includes sales of chicken and sales of other products we produce and purchase for resale in the United States and Mexico. Our chicken and other products segment conducts separate operations in the United States and Mexico and is reported as two seprarate geographical areas. Our turkey segment includes sales of turkey products produced in our turkey operation recently acquired from WLR Foods, whose operations are exclusively in the United States. Inter-area sales and i nter-segment sales, which are not material, are accounted for at prices comparable to normal trade customer sales. Fixed assets by segment and geographic area are those assets which are used in our operations in each segment or area. Corporate assets are included with chicken and other products. 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.
&nb sp; 10/02/2004 7/3/2004 Net Sales to Customers: (In thousands ) (In thousands ) Chicken and Other Products: United States $ 1,314,473 $ 1,284,740 Mexico 99,301 96,969 Sub-total 1,413,774 1,381,709 Turkey 72,680 66,286 Total $ 1,486,454 $ 1,447,995 Operating Income:< /TD> Chicken and Other Products: United States $ 145,901< /TD> $ 109,952 Mexico< /TD> 555 (1,692 )< /DIV> Sub-total 146,456 108,260 Turkey (a) (39,099 ) (71,143 ) Non-recurring recoveries 23,815- Total $ 131,172 $ 37,117 Depreciation and Amortization: (b) Chicken and Other Products: United States $ 21,393 $ 23,984 Mexico 3,054 2,063 Sub-total 24,447< /TD> 26,047 Turkey 1,040 1,898 Total $ 25,487 $ 27,945 Total Assets: Chicken and Other Products: United States $ 1,856,709 $ 1,623,425 Mexico 276,685 307,012 Sub-total 2,133,394 1,930,437 Turkey 126,077 203,792 Total $ 2,259,471 $ 2,134,229 Capital Expenditures: Chicken and Other Products: United States $ 19,655< /TD> $ 16,292 Mexico $ 2,773 $ 1,961 Sub-total 22,428 18,253 Turkey $ 1,377 $ 1,669 Total $ 23,805 $ 19,922
(a) Includes $8.2 million and $63.9 million in restructuring and related charges for the three months ended October 2, 2004 and July 3, 2004.
(b) Includes amortization of capitalized financing costs of approximately 535 409
10/2/2004 7/3/2004 (c) Includes amortization of capitalized financing costs of approximately 535&n bsp; 409
Pilgrim's Pride Corporation Sales Segments for fiscal years ended: Since the Acquisition of WLR Foods on January 27, 2001, we operate in two reportable business segments as (1) a producer of chicken and other products and (2) a producer of turkey products. Our chicken and other products segment includes sales of chicken and sales of other products we produce and purchase for resale in the United States and Mexico. Our chicken and other products segment conducts separate operations in the United States and Mexico and is reported as two seprarate geographical areas. Our turkey segment includes sales of turkey products produced in our turkey operation recently acquired from WLR Foods, whose operations are exclusively in the United States. Inter-area sales and inter-segment sales, which are not material, are accounted for at prices comparable to normal trade customer sales. Fixed assets by segment and geographic area are those assets which are used in our operations in each segment or area. Corporate assets are included with chicken and other products. 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.
10/2/2004 (a)(b) Net Sales to Customers: Chicken and Other Products: United States $ 4,691,649 Mexico 385,674 Sub-total 5,077,323 Turkey 286,400 Total $ 5,363,723 Operating Income: Chicken and Other Products: United States $ 384,700 Mexico (3,586 ) Sub-total 381,114< /TD> Turkey (144,321 ) Non-recurring recoveries 23,815 Total $ 260,608 Depreciation and Amortization: (c) Chicken and Other Products: United States $ 94,540 Mexico 12,361 Sub-total&nbs p; 106,901 Turkey 6,887 Total $ 113,788 Total Assets: Chicken and Other Products: United States $ 1,856,709 Mexico 276,685 Sub-total 2,133,394 Turkey 126,077 Total $ 2,259,471 Capital Expenditures: C hicken and Other Products: United States $ 62,828 Mexico 8,663 Sub-total 71,491 TurkeyTD> 8,151 Total $ 79,642
(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) Fiscal years 2004 and 1999 had 53 weeks.
(c) Includes amortization of capitalized financing costs of approximately $ 1,951