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): July 25, 2005
PILGRIM'S
PRIDE CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1-9273
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75-1285071
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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4845 US Hwy 271 N.
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Pittsburg,
Texas
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75686-0093
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(Address
of Principal Executive Offices)
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(ZIP
Code)
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Registrant's
telephone number, including area code: (903)
434-1000
110
South Texas Street, Pittsburg, Texas 75686-0093
(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:
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q
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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q
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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q
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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q
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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
July
25, 2005, Pilgrim's Pride Corporation issued a press release announcing its
results of operations for the third 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 July 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: July
25, 2005 By:
;
Richard A. Cogdill
0;
Executive
Vice
President,
60;
Chief Financial Officer,
60;
Secretary and Treasurer
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Exhibit
Index
Exhibit
Number
Description
99.1
Press
Release dated July 25, 2005.
PILGRIM'S
PRIDE CORPORATION
REPORTS
RECORD EARNINGS FOR FISCAL THIRD QUARTER
AND
FIRST NINE MONTHS PERIODS
INCREASES
FOURTH FISCAL QUARTER EARNINGS GUIDANCE
MID-POINT
OF FISCAL 4th QUARTER GUIDANCE INCREASED BY 16%
PITTSBURG,
Texas, July 25, 2005 /PRNewswire-FirstCall/ -- Pilgrim's Pride Corporation
(NYSE: PPC) today reported net income of $85.4 million, or $1.28 per
share, for
the third fiscal quarter ended July 2, 2005, an increase of $75.6 million,
or
$1.13 per share, compared with net income of $9.8 million, or $0.15 per
share,
in the third quarter ended July 3, 2004. The Company also reported net
sales for
the third quarter ended July 2, 2005 of $1.440 billion, a slight decrease
when
compared with net sales of $1.448 billion for the same period last year.
Included in the net income for the third quarter of fiscal 2004 were
turkey
restructuring and other related charges of $39.6 million net of tax,
or $0.60
per share.
For
the
nine months ended July 2, 2005, the Company reported net income of $190.3
million, or $2.86 per share, an increase of $137.2 million, or $2.00
per share,
compared with net income of $53.1 million, or $0.86 per share, for the
nine
months ended July 3, 2004. The Company also reported net sales for the
first
nine months of fiscal 2005 of $4.184 billion, an increase of $307 million,
compared with net sales of $3.877 billion for the same period last year.
Included in the net income for the first nine months results is a non-recurring
gain of $6.5 million net of tax, or $0.10 per share, associated with
a
litigation settlement and turkey restructuring and other related charges
of
$39.6 million net of tax, or $0.65 per share, in fiscal 2005 and 2004,
respectively.
“Increased
protein demand, excellent results from our Mexico operations, and reduced
feed
ingredient costs all contributed to our record third fiscal quarter and
first
nine months’ results,” said O.B. Goolsby, President and Chief Executive Officer
of Pilgrim's Pride. “We remain committed to positioning the Company to meet the
growing consumer demand for high-quality, convenient poultry meat proteins.
We
will continue working to develop new products that allow our customers
to
capitalize on these market developments and expect continued growth ahead
due to
consumer trends and demographics changes. This was an exceptional quarter
and
first nine months for Pilgrim’s Pride and we are looking forward to the rest of
this fiscal year where we expect many of these positive trends to continue.
Accordingly, we are raising our guidance for the fourth fiscal quarter
of 2005
to $0.90 - $1.00
per
share from the $0.73 to $0.91 per share range previously communicated
by the
Company.”
Pilgrim’s
Pride will hold a conference call to discuss the Company’s third quarter fiscal
2005 financial results at 10 a.m. CDT (11 a.m. EDT) on July 25, 2005.
To listen
live via telephone, call 800-391-2548, verbal pass code Pilgrim’s Pride or
VG495227. The call will also be webcast live on the Internet at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=68228&eventID=1082540
(Please
copy and paste the link into the browser)
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
July 25
through August 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
quarterly earnings, poultry prices and feed ingredient 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)
434-1495
PILGRIM’S
PRIDE CORPORATION
News
Release
July
25,
2005
Page
3
PILGRIM’S
PRIDE CORPORATION
Consolidated
Statements of Income
(Unaudited)
[In
thousands, except share and per share amounts]
|
Three
Months Ended
|
July
2, 2005
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July
3, 2004
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|||||
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Net
Sales
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$
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1,440,039
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$
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1,447,995
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|||
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Costs
and Expenses
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|||||||
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Cost
of sales
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1,209,540
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1,273,792
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|||||
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Cost
of sales-restructuring
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--
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55,982
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|||||
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Selling,
general and administrative
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94,506
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73,181
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|||||
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Other
restructuring charges
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--
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7,923
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|||||
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1,304,046
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1,410,878
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||||||
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Operating
Income
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135,993
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37,117
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|||||
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Other
Expense (Income):
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|||||||
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Interest
expense, net
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12,322
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14,690
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|||||
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Foreign
exchange (gain) loss
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(94
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)
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65
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||||
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Miscellaneous,
net
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88
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285
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|||||
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Total
other expenses, net
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12,316
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15,040
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|||||
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Income
before income taxes
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123,677
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22,077
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|||||
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Income
tax expense
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38,324
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12,263
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|||||
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Net
Income
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$
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85,353
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$
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9,814
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|||
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Net
income per common share
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|||||||
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-basic
and diluted
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$
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1.28
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$
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0.15
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|||
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Dividends
declared per common share
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$
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0.015
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$
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0.015
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|||
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Weighted
average shares outstanding
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66,555,733
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66,555,733
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|||||
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Nine
Months Ended
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July
2, 2005
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July
3, 2004
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|||||
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(39
Weeks)
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(40
Weeks)
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||||||
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Net
Sales
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$
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4,183,607
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$
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3,877,270
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|||
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Costs
and Expenses
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|||||||
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Cost
of sales
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3,639,213
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3,502,632
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|||||
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Cost
of sales-restructuring
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--
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55,982
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|||||
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Selling,
general and administrative
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228,431
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181,297
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|||||
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Other
restructuring charges
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--
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7,923
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|||||
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3,867,644
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3,747,834
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||||||
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Operating
Income
|
315,963
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129,436
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|||||
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Other
Expense (Income):
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|||||||
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Interest
expense, net
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33,864
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40,658
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|||||
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Foreign
exchange (gain) loss
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(420
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)
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328
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||||
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Miscellaneous,
net
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(11,659
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)
|
1,222
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||||
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Total
other expenses, net
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21,785
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42,208
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|||||
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Income
before income taxes
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294,178
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87,228
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|||||
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Income
tax expense
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103,928
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34,178
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|||||
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Net
Income
|
$
|
190,250
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$
|
53,050
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|||
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Net
income per common share
|
|||||||
|
-basic
and diluted
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$
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2.86
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$
|
0.86
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|||
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Dividends
declared per common share
|
$
|
0.045
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$
|
0.045
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|||
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Weighted
average shares outstanding
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66,555,733
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61,376,254
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|||||
PILGRIM'S
PRIDE CORPORATION
News
Release
July
25,
2005
Page
4
PILGRIM'S
PRIDE CORPORATION
Condensed
Consolidated Balance Sheets
(Unaudited)
[In
thousands]
|
July
2, 2005
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October
2, 2004
|
||||||
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ASSETS
|
|||||||
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Cash
and cash equivalents
|
$
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297,821
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$
|
38,165
|
|||
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Other
current assets
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887,637
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979,063
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|||||
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Total
Current Assets
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1,185,458
|
1,017,228
|
|||||
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Other
Assets
|
48,025
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50,086
|
|||||
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Property,
Plant and Equipment, net
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1,169,367
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1,178,675
|
|||||
|
Total
Assets
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$
|
2,402,850
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$
|
2,245,989
|
|||
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LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
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Current
maturities of long-term debt
|
$
|
8,552
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$
|
8,428
|
|||
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Other
current liabilities
|
607,959
|
625,074
|
|||||
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Total
Current Liabilities
|
616,511
|
633,502
|
|||||
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Long-Term
Debt, Less Current Maturities
|
521,087
|
535,866
|
|||||
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Deferred
Income Taxes
|
153,286
|
152,455
|
|||||
|
Minority
Interest in Subsidiary
|
1,338
|
1,210
|
|||||
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Total
Stockholders' Equity
|
1,110,628
|
922,956
|
|||||
|
Total
Liabilities and Stockholders’ Equity
|
$
|
2,402,850
|
$
|
2,245,989
|
|||
PILGRIM'S PRIDE CORPORATION
News
Release
July
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.
|
||||
|
Nine
Months Ended
|
July
3, 2004
|
|||
|
(40
Weeks)
|
||||
|
Net
sales
|
$
|
4,338,061
|
||
|
Depreciation
and amortization
|
$
|
95,165
|
||
|
Operating
income
|
$
|
154,950
|
||
|
Interest
expense, net
|
$
|
45,029
|
||
|
Income
before taxes
|
$
|
110,547
|
||
|
Net
income
|
$
|
67,509
|
||
|
Net
income per common share
|
$
|
1.01
|
||
|
Weighted
average shares outstanding
|
66,555,733
|
|||
PILGRIM'S
PRIDE CORPORATION
News
Release
July
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
|
July
2, 2005
|
July
3, 2004
|
|||||
|
Net
Income
|
$
|
85,353
|
$
|
9,814
|
|||
|
Add:
|
|||||||
|
Income
tax expense
|
38,324
|
12,263
|
|||||
|
Interest
expense, net
|
12,322
|
14,690
|
|||||
|
Depreciation
and amortization
|
30,421
|
29,122
|
|||||
|
Minus:
|
|||||||
|
Amortization
of capitalized financing costs
|
590
|
409
|
|||||
|
EBITDA
|
$
|
165,830
|
$
|
65,480
|
|||
|
Capital
expenditures
|
$
|
37,995
|
$
|
15,856
|
|||
|
Pro
Forma
|
||||||||||
|
Nine
Months Ended
|
July
2, 2005
|
July
3, 2004
|
July
3, 2004
|
|||||||
|
(39
Weeks)
|
(40
Weeks)
|
(40
Weeks)
|
||||||||
|
Net
Income
|
$
|
190,250
|
$
|
53,050
|
$
|
67,509
|
||||
|
Add:
|
||||||||||
|
Income
tax expense
|
103,928
|
34,178
|
43,038
|
|||||||
|
Interest
expense, net
|
33,864
|
40,658
|
45,029
|
|||||||
|
Depreciation
and amortization
|
94,263
|
88,120
|
95,165
|
|||||||
|
Minus:
|
||||||||||
|
Amortization
of capitalized financing costs
|
1,740
|
1,416
|
1,416
|
|||||||
|
EBITDA
|
$
|
420,565
|
$
|
214,590
|
$
|
249,325
|
||||
|
Capital
expenditures
|
$
|
90,148
|
$
|
55,837
|
$
|
65,966
|
||||