UNITED
STATES
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 25, 2005
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware |
1-9273 |
75-1285071 |
|
(State
or Other Jurisdiction |
(Commission
|
(IRS
Employer |
|
of
Incorporation) |
File
Number) |
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
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:
|
q |
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
2.02.
Results
of Operations and Financial Condition.
The
information in this Item 2.02 and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
On April
25, 2005, Pilgrim's Pride Corporation issued a press release announcing its
results of operations for the second quarter of fiscal 2005.
The press
release is furnished as Exhibit 99.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
Description
99.1
Press
Release dated April 25, 2005.
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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 hereunto
duly authorized.
PILGRIM'S
PRIDE CORPORATION
Date:
April 25, 2005 By:
/s/
Richard A. Cogdill
Richard A. Cogdill
Executive Vice
President,
Chief Financial Officer,
Secretary and Treasurer
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Exhibit
Index
Exhibit
Number
Description
99.1
Press
Release dated April 25, 2005.
PILGRIM'S
PRIDE CORPORATION REPORTS RECORD EARNINGS FOR FISCAL SECOND QUARTER AND FIRST
SIX MONTHS PERIODS
PITTSBURG,
Texas, April 25, 2005 /PRNewswire-FirstCall/ -- Pilgrim's Pride Corporation
(NYSE: PPC) today reported net income of $56.4 million, or $0.85 per share, for
the second fiscal quarter ended April 2, 2005, an increase of $23.4 million, or
$0.35 per share, compared with net income of $33.0 million, or $0.50 per share,
in the second quarter ended April 3, 2004. The Company also reported net sales
for the second quarter ended April 2, 2005 of $1.375 billion, a slight decrease
when compared with net sales of $1.385 billion for the same period last year.
Included in the net income for the second quarter of fiscal 2005 is a
non-recurring gain of $6.5 million net of tax, or $0.10 per share associated
with a litigation settlement.
For the
six months ended April 2, 2005, the Company reported net income of $104.9
million, or $1.58 per share, an increase of $61.7 million, or $0.85 per share,
compared with net income of $43.2 million, or $0.73 per share, for the six
months ended April 3, 2004. The Company also reported net sales for the first
six months of fiscal 2005 of $2.744 billion, an increase of $315 million,
compared with net sales of $2.429 billion for the same period last year.
Included in the net income for the first six months of fiscal 2005 is a
non-recurring gain of $6.5 million net of tax, or $0.10 per share, associated
with a litigation settlement.
"Our
record second fiscal quarter and first six months’ performance reflects solid
poultry market trends coupled with the continued strong growth of our chicken
business, lower average feed costs when compared to the prior year and excellent
results from our Mexico operations" said O.B. Goolsby, President and Chief
Executive Officer of Pilgrim's Pride. "We continue our focus this year on
product mix improvements more so than unit volume growth and the penetration of
our prepared foods business into an ever-widening customer base throughout the
foodservice, retail and quick service categories. We expect that poultry market
prices will remain solid and feed costs will be considerably lower than in the
prior fiscal year for the remainder of fiscal year 2005. These factors, combined
with a strong export demand, give us reason to maintain our positive industry
outlook for the rest of fiscal 2005."
Pilgrim’s
Pride will hold a conference call to discuss the Company’s second quarter fiscal
2005 financial results at 10 a.m. CDT (11 a.m. EDT) on April 25, 2005. To listen
live via telephone, call 800-391-2548, verbal pass code VG495227. The call also
will be webcast live on the Internet at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=68228&eventID=1051215.
Additionally,
the Company has posted a slide presentation on its website at http://www.pilgrimspride.com, which
may be viewed by listeners in connection with today’s conference call. The
webcast will be available for replay within two hours of the conclusion of the
call. A telephone replay will be available beginning at 2 p.m. CDT on April 25
through May 2 at 800-355-2355 pass code 495227#.
Forward-Looking
Statements:
Statements
contained in this press release that state the intentions, hopes, beliefs,
anticipations, expectations, outlooks or predictions of the future of Pilgrim’s
Pride Corporation and its management, including the expectations regarding
poultry prices and feed costs for the remainder of fiscal year 2005, are
forward-looking statements. It is important to note that the 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, including fluctuations in the commodity prices of
feed ingredients, chicken and turkey; additional outbreaks of avian influenza or
other diseases affecting the production performance and/or marketability of the
company’s poultry products; contamination of our products, which has recently
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 our cash resources, particularly in light
of our leverage; restrictions imposed by and as a result of, our leverage;
currency exchange rate fluctuations, trade barriers, exchange controls,
expropriation and other risks associated with foreign operations; changes in
laws or regulations affecting our operations or the application thereof as well
as competitive factors and pricing pressures; risks associated with the
acquisition of ConAgra Foods’ chicken division including possible unknown
liabilities assumed in connection with the acquisition and loss of customers of
the acquired business; inability to recognize the anticipated cost savings and
anticipated benefits in connection with our turkey division restructuring; and
the impact of uncertainties of litigation as well as other risks described under
“Risk Factors” in our 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:
Sondra
Fowler
Pilgrim’s
Pride Corporation
(903)
855-4195
PILGRIM’S
PRIDE CORPORATION
News
Release
April 25,
2005
Page
3
PILGRIM’S
PRIDE CORPORATION
Consolidated
Statements of Income
(Unaudited)
[In
thousands, except share and per share amounts]
|
Three
Months Ended |
April
2, 2005 |
April
3, 2004 |
|||||
|
Net
Sales |
$ |
1,375,321 |
$ |
1,384,908 |
|||
|
Costs
and Expenses |
|||||||
|
Cost
of sales |
1,216,837 |
1,261,513 |
|||||
|
Selling,
general and administrative |
69,529 |
61,884 |
|||||
|
1,286,366 |
1,323,397 |
||||||
|
Operating
Income |
88,955 |
61,511 |
|||||
|
Other
Expense (Income): |
|||||||
|
Interest
expense, net |
9,318 |
13,524 |
|||||
|
Foreign
exchange (gain) loss |
(223 |
) |
185 |
||||
|
Miscellaneous,
net |
(10,733 |
) |
1,257 |
||||
|
Total
other expenses, net |
(1,638 |
) |
14,966 |
||||
|
Income
before income taxes |
90,593 |
46,545 |
|||||
|
Income
tax expense |
34,204 |
13,594 |
|||||
|
Net
Income |
$ |
56,389 |
$ |
32,951 |
|||
|
Net
income per common share |
|||||||
|
-basic
and diluted |
$ |
0.85 |
$ |
0.50 |
|||
|
Dividends
declared per common share |
$ |
0.015 |
$ |
0.015 |
|||
|
Weighted
average shares outstanding |
66,555,733 |
66,555,733 |
|||||
|
Six
Months Ended |
April
2, 2005 |
April
3, 2004 |
|||||
|
(26
Weeks) |
(27
Weeks) |
||||||
|
Net
Sales |
$ |
2,743,568 |
$ |
2,429,275 |
|||
|
Costs
and Expenses |
|||||||
|
Cost
of sales |
2,429,673 |
2,228,840 |
|||||
|
Selling,
general and administrative |
133,925 |
108,116 |
|||||
|
2,563,598 |
2,336,956 |
||||||
|
Operating
Income |
179,970 |
92,319 |
|||||
|
Other
Expense (Income): |
|||||||
|
Interest
expense, net |
21,542 |
25,968 |
|||||
|
Foreign
exchange (gain) loss |
(326 |
) |
263 |
||||
|
Miscellaneous,
net |
(11,748 |
) |
936 |
||||
|
Total
other expenses, net |
9,468 |
27,167 |
|||||
|
Income
before income taxes |
170,502 |
65,152 |
|||||
|
Income
tax expense |
65,604 |
21,915 |
|||||
|
Net
Income |
$ |
104,898 |
$ |
43,237 |
|||
|
Net
income per common share |
|||||||
|
-basic
and diluted |
$ |
1.58 |
$ |
0.73 |
|||
|
Dividends
declared per common share |
$ |
0.015 |
$ |
0.030 |
|||
|
Weighted
average shares outstanding |
66,555,733 |
58,882,431 |
|||||
PILGRIM'S
PRIDE CORPORATION
News
Release
April 25,
2005
Page
4
PILGRIM'S
PRIDE CORPORATION
Condensed
Consolidated Balance Sheets
(Unaudited)
[In
thousands]
|
April
2, 2005 |
October
2, 2004 |
||||||
|
ASSETS |
|||||||
|
Cash
and cash equivalents |
$ |
147,837 |
$ |
38,165 |
|||
|
Other
current assets |
909,824 |
979,063 |
|||||
|
Total
Current Assets |
1,057,661 |
1,017,228 |
|||||
|
Other
Assets |
49,618 |
50,086 |
|||||
|
Property,
Plant and Equipment, net |
1,162,257 |
1,178,675 |
|||||
|
Total
Assets |
$ |
2,269,536 |
$ |
2,245,989 |
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY |
|||||||
|
Current
maturities of long-term debt |
$ |
8,501 |
$ |
8,428 |
|||
|
Other
current liabilities |
556,909 |
625,074 |
|||||
|
Total
Current Liabilities |
565,410 |
633,502 |
|||||
|
Long-Term
Debt, Less Current Maturities |
523,404 |
535,866 |
|||||
|
Deferred
Income Taxes |
153,286 |
152,455 |
|||||
|
Minority
Interest in Subsidiary |
1,320 |
1,210 |
|||||
|
Total
Stockholders' Equity |
1,026,116 |
922,956 |
|||||
|
Total
Liabilities and Stockholders’ Equity |
$ |
2,269,536 |
$ |
2,245,989 |
|||
PILGRIM'S
PRIDE CORPORATION
News
Release
April 25,
2005
Page
5
|
Pilgrim’s
Pride Corporation
Pro
forma Financial Information
(Unaudited)
(In
thousands except per share amounts)
The
unaudited pro forma financial information has been presented as if the
acquisition of the ConAgra chicken division had occurred as of the
beginning of fiscal year 2004. |
||||
|
Six
Months Ended |
April
3, 2004 |
|||
|
(27
Weeks) |
||||
|
Net
sales |
$ |
2,890,067 |
||
|
Depreciation
and amortization |
$ |
66,043 |
||
|
Operating
income |
$ |
117,833 |
||
|
Interest
expense, net |
$ |
30,339 |
||
|
Income
tax expense |
$ |
30,775 |
||
|
Net
income |
$ |
57,695 |
||
|
Net
income per common share |
$ |
0.87 |
||
|
Weighted
average shares outstanding |
66,555,733 |
|||
PILGRIM'S
PRIDE CORPORATION
News
Release
April 25,
2005
Page
6
Selected
Financial Information
(Unaudited)
(In
thousands)
Note:
“EBITDA” is defined as net income before 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 Generally Accepted Accounting Principles
(GAAP) results, to compare the performance of companies. EBITDA is not a
measurement of financial performance under GAAP 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
GAAP.
EBITDA is
calculated as follows:
|
Three
Months Ended |
April
2, 2005 |
April
3, 2004 |
|||||
|
Net
Income |
$ |
56,389 |
$ |
32,951 |
|||
|
Add: |
|||||||
|
Income
tax expense |
34,204 |
13,594 |
|||||
|
Interest
expense, net |
9,318 |
13,524 |
|||||
|
Depreciation
and amortization |
33,777 |
33,087 |
|||||
|
Minus: |
|||||||
|
Amortization
of capitalized financing costs |
580 |
488 |
|||||
|
EBITDA
|
$ |
133,108 |
$ |
92,668 |
|||
|
Capital
expenditures |
$ |
27,994 |
$ |
19,429 |
|||
|
Pro
Forma |
||||||||||
|
Six
Months Ended |
April
2, 2005 |
April
3, 2004 |
April
3, 2004 |
|||||||
|
(26
Weeks) |
(27
Weeks) |
(27
Weeks) |
||||||||
|
Net
Income |
$ |
104,898 |
$ |
43,237 |
$ |
57,695 |
||||
|
Add: |
||||||||||
|
Income
tax expense |
65,604 |
21,915 |
30,775 |
|||||||
|
Interest
expense, net |
21,542 |
25,968 |
30,339 |
|||||||
|
Depreciation
and amortization |
63,842 |
58,998 |
66,043 |
|||||||
|
Minus: |
||||||||||
|
Amortization
of capitalized financing costs |
1,150 |
1,007 |
1,007 |
|||||||
|
EBITDA
|
$ |
254,736 |
$ |
149,111 |
$ |
183,845 |
||||
|
Capital
expenditures |
$ |
52,154 |
$ |
39,981 |
$ |
46,044 |
||||