x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Delaware
|
75-1285071
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
No.)
|
|
4845
US Hwy 271 N, Pittsburg, TX
|
75686-0093
|
|
(Address
of principal executive offices)
|
(Zip
code)
|
|
Registrant’s
telephone number, including area code: (903)
434-1000
|
PILGRIM’S
PRIDE CORPORATION AND SUBSIDIARIES
|
||
PART
I. FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements (Unaudited)
|
|
April
1, 2006 and October 1, 2005
|
||
Three
months and six months ended April 1, 2006 and April 2,
2005
|
||
Six
months ended April 1, 2006 and April 2, 2005
|
||
Item
2.
|
||
Item
3.
|
||
Item
4.
|
||
PART
II. OTHER INFORMATION
|
||
Item
1.
|
||
Item
1A.
|
||
Item
4.
|
||
Item
6.
|
||
PART
I. FINANCIAL INFORMATION
|
|||||||
Item
1. Financial Statements
|
|||||||
Pilgrim's
Pride Corporation
|
|||||||
(Unaudited)
|
|||||||
April
1, 2006
|
October
1, 2005
|
||||||
(In
thousands, except share and per share data)
|
|||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
67,680
|
$
|
132,567
|
|||
Trade
accounts and other receivables, less allowance for doubtful
accounts
|
232,405
|
288,528
|
|||||
Income
taxes receivable
|
14,822
|
--
|
|||||
Inventories
|
608,681
|
527,329
|
|||||
Current
deferred income taxes
|
25,038
|
25,107
|
|||||
Other
current assets
|
37,356
|
25,884
|
|||||
Total
Current Assets
|
985,982
|
999,415
|
|||||
Investment
in Available for Sale Securities
|
199,754
|
304,593
|
|||||
Other
Assets
|
48,916
|
53,798
|
|||||
Property,
Plant and Equipment:
|
|||||||
Land
|
52,804
|
51,887
|
|||||
Buildings,
machinery and equipment
|
1,645,650
|
1,612,739
|
|||||
Autos
and trucks
|
56,149
|
55,202
|
|||||
Construction-in-progress
|
70,876
|
58,942
|
|||||
1,825,479
|
1,778,770
|
||||||
Less
accumulated depreciation
|
(667,668
|
)
|
(624,673
|
)
|
|||
1,157,811
|
1,154,097
|
||||||
$
|
2,392,463
|
$
|
2,511,903
|
||||
Liabilities
and Stockholders’ Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
299,640
|
$
|
281,909
|
|||
Accrued
expenses
|
275,930
|
288,106
|
|||||
Income
taxes payable
|
--
|
16,196
|
|||||
Current
maturities of long-term debt
|
8,211
|
8,603
|
|||||
Total
Current Liabilities
|
583,781
|
594,814
|
|||||
Long-Term
Debt, Less Current Maturities
|
486,903
|
518,863
|
|||||
Deferred
Income Taxes
|
172,558
|
173,232
|
|||||
Minority
Interest in Subsidiary
|
1,866
|
1,396
|
|||||
Commitments
and Contingencies
|
|||||||
Stockholders’
Equity:
|
|||||||
Preferred
stock, $.01 par value, 5,000,000 authorized shares; none
issued
|
--
|
--
|
|||||
Common
stock - $.01 par value, 160,000,000 authorized shares; 66,826,833
issued
|
668
|
668
|
|||||
Additional
paid-in capital
|
471,344
|
471,344
|
|||||
Retained
earnings
|
677,700
|
753,527
|
|||||
Accumulated
other comprehensive loss
|
(789
|
)
|
(373
|
)
|
|||
Less
treasury stock, 271,100 shares
|
(1,568
|
)
|
(1,568
|
)
|
|||
Total
Stockholders’ Equity
|
1,147,355
|
1,223,598
|
|||||
$
|
2,392,463
|
$
|
2,511,903
|
See
notes to consolidated financial
statements.
|
Pilgrim’s
Pride Corporation and Subsidiaries
(Unaudited)
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
April
1, 2006
|
April
2, 2005
|
April
1, 2006
|
April
2, 2005
|
||||||||||
(in
thousands, except share and per share data)
|
|||||||||||||
Net
Sales
|
$
|
1,265,709
|
$
|
1,375,321
|
$
|
2,609,521
|
$
|
2,743,568
|
|||||
Cost
of sales
|
1,228,508
|
1,211,266
|
2,453,920
|
2,418,395
|
|||||||||
Gross
profit
|
37,201
|
164,055
|
155,601
|
325,173
|
|||||||||
Selling,
general and administrative
|
75,137
|
75,100
|
147,339
|
145,203
|
|||||||||
Operating
income (loss)
|
(37,936
|
)
|
88,955
|
8,262
|
179,970
|
||||||||
Other
Expense (Income):
|
|||||||||||||
Interest
expense
|
13,271
|
12,049
|
25,666
|
25,216
|
|||||||||
Interest
income
|
(3,214
|
)
|
(2,731
|
)
|
(7,161
|
)
|
(3,674
|
)
|
|||||
Foreign
exchange (gain)
|
(190
|
)
|
(223
|
)
|
(810
|
)
|
(326
|
)
|
|||||
Miscellaneous,
net
|
(702
|
)
|
(10,733
|
)
|
1,028
|
(11,748
|
)
|
||||||
Total
other expenses, net
|
9,165
|
(1,638
|
)
|
18,723
|
9,468
|
||||||||
Income
(loss) before income taxes
|
(47,101
|
)
|
90,593
|
(10,461
|
)
|
170,502
|
|||||||
Income
tax (benefit) expense
|
(15,147
|
)
|
34,204
|
(4,185
|
)
|
65,604
|
|||||||
Net
income (loss)
|
$
|
(31,954
|
)
|
$
|
56,389
|
$
|
(6,276
|
)
|
$
|
104,898
|
|||
Net
income (loss) per common share
-
basic and diluted
|
$
|
(0.48
|
)
|
$
|
0.85
|
$
|
(0.09
|
)
|
$
|
1.58
|
|||
Dividends
declared per common share
|
$
|
0.0225
|
$
|
0.0150
|
$
|
1.0450
|
$
|
0.0150
|
|||||
Weighted
average shares outstanding
|
66,555,733
|
66,555,733
|
66,555,733
|
66,555,733
|
|||||||||
See
notes to consolidated financial
statements.
|
Pilgrim’s
Pride Corporation and Subsidiaries
(Unaudited)
|
||||||||||
Six
Months Ended
|
||||||||||
April
1, 2006
|
April
2, 2005
|
|||||||||
(in
thousands)
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||
Net
income (loss)
|
$
|
(6,276
|
)
|
$
|
104,898
|
|||||
Adjustments
to reconcile net income (loss) to cash provided by operating
activities
|
||||||||||
Depreciation
and amortization
|
65,092
|
63,842
|
||||||||
Impairment
of assets
|
3,767
|
--
|
||||||||
Loss
on property disposals
|
1,215
|
1,990
|
||||||||
Deferred
income taxes
|
(605
|
)
|
830
|
|||||||
Changes
in operating assets and liabilities
|
||||||||||
Accounts
and other receivables
|
59,192
|
33,099
|
||||||||
Income
taxes receivable
|
(14,822
|
)
|
--
|
|||||||
Inventories
|
(81,353
|
)
|
38,348
|
|||||||
Other
current assets
|
(11,471
|
)
|
(2,207
|
)
|
||||||
Accounts
payable and accrued expenses
|
(10,642
|
)
|
(68,164
|
)
|
||||||
Other
|
(2,134
|
)
|
182
|
|||||||
Cash
provided by operating activities
|
1,963
|
172,818
|
||||||||
Investing
Activities:
|
||||||||||
Acquisitions
of property, plant and equipment
|
(74,519
|
)
|
(52,154
|
)
|
||||||
Purchases
of investment securities
|
(212,403
|
)
|
--
|
|||||||
Proceeds
from sale/maturity of investment securities
|
319,260
|
--
|
||||||||
Proceeds
from property disposals
|
2,717
|
3,677
|
||||||||
Other,
net
|
(3
|
)
|
(299
|
)
|
||||||
Cash
provided by (used for) investing activities
|
35,052
|
(48,776
|
)
|
|||||||
Financing
Activities:
|
||||||||||
Proceeds
from notes payable to banks
|
83,000
|
--
|
||||||||
Repayments
on notes payable to banks
|
(83,000
|
)
|
--
|
|||||||
Payments
on long-term debt
|
(32,350
|
)
|
(12,390
|
)
|
||||||
Cash
dividends paid
|
(69,551
|
)
|
(1,997
|
)
|
||||||
Cash
used for financing activities
|
(101,901
|
)
|
(14,387
|
)
|
||||||
Effect
of exchange rate changes on cash and cash equivalents
|
(1
|
)
|
17
|
|||||||
Increase
(decrease) in cash and cash equivalents
|
(64,887
|
)
|
109,672
|
|||||||
Cash
and cash equivalents at beginning of year
|
132,567
|
38,165
|
||||||||
Cash
and Cash Equivalents at End of Period
|
$
|
67,680
|
$
|
147,837
|
||||||
|
||||||||||
See
notes to consolidated financial
statements.
|
April
1,
|
October
1,
|
|||
(In
thousands)
|
2006
|
2005
|
||
Chicken:
|
||||
Live
chicken and hens
|
$
|
203,065
|
$
|
196,406
|
Feed
and eggs
|
130,397
|
114,091
|
||
Finished
chicken products
|
226,675
|
164,412
|
||
560,137
|
474,909
|
|||
Turkey:
|
||||
Live
turkey and hens
|
$
|
6,650
|
$
|
7,209
|
Feed
and eggs
|
2,770
|
4,924
|
||
Finished
turkey products
|
20,347
|
23,072
|
||
29,767
|
35,205
|
|||
Other
Products:
|
||||
Commercial
feed, table eggs, and retail farm store
|
$
|
6,369
|
$
|
4,866
|
Distribution
inventories (other than chicken & turkey products)
|
12,408
|
12,349
|
||
18,777
|
17,215
|
|||
Total
Inventories
|
$
|
608,681
|
$
|
527,329
|
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||
April
1, 2006
|
April
2, 2005
|
April
1, 2006
|
April
2
2005
|
|||||||||
(in
thousands)
|
||||||||||||
Lease
payments on commercial egg property
|
$
|
188
|
$
|
188
|
$
|
375
|
$
|
375
|
||||
Chick,
feed and other sales to major stockholder, including
advances
|
$
|
152
|
$
|
405
|
$
|
372
|
$
|
50,486
|
||||
Live
chicken purchases and other payments to major stockholder
|
$
|
238
|
$
|
31,847
|
$
|
704
|
$
|
53,242
|
||||
Loan
guaranty fees
|
$
|
367
|
$
|
451
|
$
|
777
|
$
|
897
|
||||
Lease
payments and operating expenses on airplane
|
$
|
120
|
$
|
135
|
$
|
251
|
$
|
276
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
April
1, 2006
|
April
2, 2005(a)
|
|
April
1, 2006
|
April
2, 2005(a)
|
|
||||||||
(In
thousands)
|
|||||||||||||
Net
Sales to Customers:
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
985,208
|
$
|
1,090,782
|
$
|
2,019,374
|
$
|
2,125,620
|
|||||
Mexico
|
104,031
|
90,888
|
196,434
|
187,825
|
|||||||||
Sub-total
|
1,089,239
|
1,181,670
|
2,215,808
|
2,313,445
|
|||||||||
Turkey
|
17,115
|
37,328
|
79,019
|
117,102
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
154,083
|
148,139
|
307,613
|
303,186
|
|||||||||
Mexico
|
5,272
|
8,184
|
7,081
|
9,835
|
|||||||||
Sub-total
|
159,355
|
156,323
|
314,694
|
313,021
|
|||||||||
Total
|
$
|
1,265,709
|
$
|
1,375,321
|
$
|
2,609,521
|
$
|
2,743,568
|
|||||
Operating
Income (Loss):
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
(37,716
|
)
|
$
|
82,076
|
$
|
16,146
|
$
|
170,683
|
||||
Mexico
|
1,844
|
8,892
|
(5,226
|
)
|
14,074
|
||||||||
Sub-total
|
(35,872
|
)
|
90,968
|
10,920
|
184,757
|
||||||||
Turkey(b)
|
(6,716
|
)
|
(5,484
|
)
|
(12,358
|
)
|
(10,249
|
)
|
|||||
Other
Products:
|
|||||||||||||
United
States
|
4,314
|
1,520
|
8,904
|
3,069
|
|||||||||
Mexico
|
338
|
1,951
|
796
|
2,393
|
|||||||||
Sub-total
|
4,652
|
3,471
|
9,700
|
5,462
|
|||||||||
Total
|
$
|
(37,936
|
)
|
$
|
88,955
|
$
|
8,262
|
$
|
179,970
|
||||
Depreciation
and Amortization(c)
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
28,717
|
$
|
28,496
|
$
|
54,278
|
$
|
53,385
|
|||||
Mexico
|
3,125
|
3,015
|
5,718
|
6,101
|
|||||||||
Sub-total
|
31,842
|
31,511
|
59,996
|
59,486
|
|||||||||
Turkey
|
772
|
776
|
1,553
|
1,543
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
2,090
|
1,443
|
3,467
|
2,719
|
|||||||||
Mexico
|
40
|
47
|
76
|
94
|
|||||||||
Sub-total
|
2,130
|
1,490
|
3,543
|
2,813
|
|||||||||
Total
|
$
|
34,744
|
$
|
33,777
|
$
|
65,092
|
$
|
63,842
|
(a)
|
Certain
historical amounts have been reclassified to conform to current
year
presentation.
|
(b)
|
Included
in the operating losses for the turkey segment for the three months
ended
April 1, 2006 are charges of $3.8 million to write certain assets
down to
estimated realizable value. These assets are held for sale and
are related
to the Franconia, Pennsylvania turkey cooking facility at which
the
Company ceased production of certain products in March 2006. Also
included
in the operating losses for the turkey segment for the same three
month
period are accrued severance expenses totaling $0.2 million. In
addition
to the previous items, the operating losses for the turkey segment
for the
six months ended April 1, 2006 include charges of $2.5 million
to reduce
certain packaging and supplies, bringing the total charges for
the six
months ended April 1, 2006 to $6.5 million. Included
in the three months and six months ended April 2, 2005 are $4.4
million in
proceeds from the final resolution of our 2004 turkey restructuring
activities.
|
(c)
|
Includes
amortization of capitalized financing costs of approximately $0.9
million
and $0.6 million for the three month periods and $1.6 million and
$1.2
million for the six month periods ending April 1, 2006 and April
2, 2005,
respectively.
|
·
|
First,
we have delayed one-half of our planned expansion in the Fresh
Food
Service Division of our Mayfield, Kentucky plant from early July
until
mid-August of this year, and the other half of this expansion until
April
2007.
|
·
|
Second,
a reduction in the weekly slaughter rate by appoximately 3%, which
is
equivalent to approximately 830,000 head per week. This reduction is
scheduled to begin in July.
|
·
|
Third,
we are reducing our planned capital investment for the year by
$25-$40 million. Our original capital investment projection for the
year had been in the range of $180-$200 million. Our
new estimated range for the year is $140-$175 million. We are
focusing only on those projects we deem critically necessary to our
business or those in which our immediate investment is judged by
us to be in our best long-term interests.
|
·
|
Fourth,
we have sharpened our focus on reducing costs and operating more
efficiently. For example, in order to eliminate holiday and overtime
premiums, we have cut egg placements for Memorial Day and the Fourth
of
July as well as other previously planned Saturday productions.
|
· |
Reduced
selling prices for leg quarters created by market disruptions caused
by
the avian influenza scares in other parts of the world. Industry-wide
inventories of leg quarters have reached extremely high levels
due to
reduced purchasing in foreign markets and have delayed and will
continue
to delay the recovery of export selling prices. Additionally, the
oversupply of leg quarters has put significant pressure on the
U.S. white
meat markets which has increased white meat inventories and contributed
to
historically low breast meat
prices.
|
· |
Increased
cost of sales due to higher freight delivery costs and higher soybean
meal
costs as well as the cost of fuel in other
areas.
|
· |
The
above factors for the second quarter plus an oversupply situation
in
Mexico during the first quarter of fiscal 2006 causing sharply
reduced
selling prices in Mexico and an increase in cost of sales in the
first
quarter of fiscal 2006 over the first quarter of fiscal 2005 created
by
increased energy costs, higher freight delivery costs and higher
soybean
meal costs.
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
April
1, 2006
|
April
2, 2005(a)
|
|
April
1, 2006
|
April
2, 2005(a)
|
|
||||||||
(In
thousands)
|
|||||||||||||
Net
Sales to Customers:
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
985,208
|
$
|
1,090,782
|
$
|
2,019,374
|
$
|
2,125,620
|
|||||
Mexico
|
104,031
|
90,888
|
196,434
|
187,825
|
|||||||||
Sub-total
|
1,089,239
|
1,181,670
|
2,215,808
|
2,313,445
|
|||||||||
Turkey
|
17,115
|
37,328
|
79,019
|
117,102
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
154,083
|
148,139
|
307,613
|
303,186
|
|||||||||
Mexico
|
5,272
|
8,184
|
7,081
|
9,835
|
|||||||||
Sub-total
|
159,355
|
156,323
|
314,694
|
313,021
|
|||||||||
Total
|
$
|
1,265,709
|
$
|
1,375,321
|
$
|
2,609,521
|
$
|
2,743,568
|
|||||
Operating
Income (Loss):
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
(37,716
|
)
|
$
|
82,076
|
$
|
16,146
|
$
|
170,683
|
||||
Mexico
|
1,844
|
8,892
|
(5,226
|
)
|
14,074
|
||||||||
Sub-total
|
(35,872
|
)
|
90,968
|
10,920
|
184,757
|
||||||||
Turkey(b)
|
(6,716
|
)
|
(5,484
|
)
|
(12,358
|
)
|
(10,249
|
)
|
|||||
Other
Products:
|
|||||||||||||
United
States
|
4,314
|
1,520
|
8,904
|
3,069
|
|||||||||
Mexico
|
338
|
1,951
|
796
|
2,393
|
|||||||||
Sub-total
|
4,652
|
3,471
|
9,700
|
5,462
|
|||||||||
Total
|
$
|
(37,936
|
)
|
$
|
88,955
|
$
|
8,262
|
$
|
179,970
|
||||
Depreciation
and Amortization(c)
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
28,717
|
$
|
28,496
|
$
|
54,278
|
$
|
53,385
|
|||||
Mexico
|
3,125
|
3,015
|
5,718
|
6,101
|
|||||||||
Sub-total
|
31,842
|
31,511
|
59,996
|
59,486
|
|||||||||
Turkey
|
772
|
776
|
1,553
|
1,543
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
2,090
|
1,443
|
3,467
|
2,719
|
|||||||||
Mexico
|
40
|
47
|
76
|
94
|
|||||||||
Sub-total
|
2,130
|
1,490
|
3,543
|
2,813
|
|||||||||
Total
|
$
|
34,744
|
$
|
33,777
|
$
|
65,092
|
$
|
63,842
|
(a)
|
Certain
historical amounts have been reclassified to conform to current
year
presentation.
|
(b)
|
Included
in the operating losses for the turkey segment for the three months
ended
April 1, 2006 are charges of $3.8 million to write certain assets
down to
estimated realizable value. These assets are held for sale and
are related
to the Franconia, Pennsylvania turkey cooking facility at which
the
Company ceased production of certain products in March 2006. Also
included
in the operating losses for the turkey segment for the same three
month
period are accrued severance expenses totaling $0.2 million. In
addition
to the previous items, the operating losses for the turkey segment
for the
six months ended April 1, 2006 include charges of $2.5 million
to reduce
certain packaging and supplies, bringing the total charges for
the six
months ended April 1, 2006 to $6.5 million. Included
in the three months and six months ended April 2, 2005 are $4.4
million in
proceeds from the final resolution of our 2004 turkey restructuring
activities.
|
(c)
|
Includes
amortization of capitalized financing costs of approximately $0.9
million
and $0.6 million for the three month periods and $1.6 million and
$1.2
million for the six month periods ending April 1, 2006 and April
2, 2005,
respectively.
|
|
Percentage
of Net Sales
|
||||||||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
|
April
1, 2006
|
April
2, 2005
|
April
1, 2006
|
April
2, 2005
|
|||||||||
Net
Sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Costs
and Expenses:
|
|||||||||||||
Cost
of sales
|
97.1
|
%
|
88.1
|
%
|
94.0
|
%
|
88.1
|
%
|
|||||
Gross
profit
|
2.9
|
%
|
11.9
|
%
|
6.0
|
%
|
11.9
|
%
|
|||||
Selling,
general and administrative
|
5.9
|
%
|
5.5
|
%
|
5.6
|
%
|
5.3
|
%
|
|||||
Operating
Income (Loss)
|
(3.0
|
)%
|
6.4
|
%
|
0.3
|
%
|
6.6
|
%
|
|||||
Interest
expense
|
1.0
|
%
|
0.9
|
%
|
1.0
|
%
|
0.9
|
%
|
|||||
Interest
income
|
(0.3
|
)%
|
(0.2
|
)%
|
(0.3
|
)%
|
(0.1
|
)%
|
|||||
Income
(loss) before income taxes
|
(3.7
|
)%
|
6.6
|
%
|
(0.4
|
)%
|
6.2
|
%
|
|||||
Net
income (loss)
|
(2.5
|
)%
|
4.1
|
%
|
(0.2
|
)%
|
3.8
|
%
|
Fiscal
Quarter Ended
|
Change
from
Fiscal
Quarter Ended
|
||||||||||||
April
1,
|
April
2,
|
Percentage
|
|||||||||||
Source
|
2006
|
2005
|
Change
|
||||||||||
Chicken-
|
|||||||||||||
United
States
|
$
|
985.2
|
$
|
(105.6
|
)
|
(9.7
|
)%
|
(a
|
)
|
||||
Mexico
|
104.0
|
13.1
|
14.4
|
%
|
(b
|
)
|
|||||||
$
|
1,089.2
|
$
|
(92.5
|
)
|
(7.8
|
)%
|
|||||||
Turkey
|
$
|
17.1
|
$
|
(20.2
|
)
|
(54.2
|
)%
|
(c
|
)
|
||||
Other
Products-
|
|||||||||||||
United
States
|
$
|
154.1
|
$
|
6.0
|
4.1
|
%
|
(d
|
)
|
|||||
Mexico
|
5.3
|
(2.9
|
)
|
(35.4
|
)%
|
(e
|
)
|
||||||
$
|
159.4
|
$
|
3.1
|
2.0
|
%
|
||||||||
$
|
1,265.7
|
$
|
(109.6
|
)
|
(8.0
|
)%
|
(a)
|
U.S.
chicken sales for the quarter declined compared to the same
quarter last
fiscal year due to a 5.8% decrease in net revenue per pound
sold and a
4.2% decrease in the number of pounds sold. As described
above under
“Executive Summary”, demand for exported dark meat continues to be
significantly less than in the prior fiscal year which has
had an adverse
impact on pricing.
|
(b)
|
Mexico
chicken sales increased compared to the second quarter last
fiscal year
because of a 3.9% increase in revenue per pound sold and
a 10.1% increase
in pounds sold.
|
(c)
|
Turkey
sales declined due to the runoff of inventory in fiscal 2005
created by
the 2004 restructuring of our turkey operations in Hinton,
Virginia and
our decision in the first quarter of fiscal 2006 to cease
production of
certain products at our Franconia, Pennsylvania turkey cooking
operation.
|
(d)
|
U.S.
other product sales increased due to higher realized sales
prices for
protein by-products and table eggs offset by lower non-poultry
distribution sales.
|
(e)
|
Mexico
other product sales decreased due to a decline in sales of
chicks to other
growers and lower feed
sales.
|
Quarter
|
Change
From
|
Percentage
of
|
Percentage
|
||||||||||||||||
Ended
|
Quarter
Ended
|
Net
Sales
|
of
Net Sales
|
||||||||||||||||
April
1,
|
April
2,
|
Percentage
|
Second
Quarter
|
Second
Quarter
|
|||||||||||||||
Components
|
2006
|
2005
|
Change
|
Fiscal
2006
|
Fiscal
2005
|
||||||||||||||
Net
sales
|
$
|
1,265.7
|
$
|
(109.6
|
)
|
(8.0
|
)%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost
of sales
|
1,228.5
|
17.2
|
1.5
|
%
|
97.1
|
%
|
88.1
|
%
|
(a
|
)
|
|||||||||
Gross
profit
|
$
|
37.2
|
$
|
(126.8
|
)
|
(77.3
|
)%
|
2.9
|
%
|
11.9
|
%
|
(b
|
)
|
||||||
(a)
|
Cost
of sales increased $36.4 million due primarily to increased energy
costs
and transportation costs created by fuel cost increases along with
an
increase in the cost of soybean meal. Supplement fuel payments
to growers
in the second quarter of fiscal 2006 were $7.4 million higher than
in the
second quarter of fiscal 2005. These increases were offset by a
$19.2
million decrease in the cost of sales in the turkey division due
to
reduced sales created by the 2004 turkey restructuring and the
decision to
cease production on March 3, 2006, of certain products at our Franconia,
Pennsylvania turkey cooking facility. Included in cost of sales
was a
charge of $3.8 million to impair the carrying value of certain
equipment
formerly used in our turkey division and currently held for sale
and $0.2
million for severance costs. Included in cost of sales for the
second
quarter of fiscal 2005 were proceeds of $4.4 million from the final
resolution of the 2004 turkey restructuring activities.
|
(b)
|
Gross
profit decreased $126.8 million due to the combination of depressed
selling prices in the U.S. due primarily to a decrease in export
demand
for U.S. chicken products caused by changes in buying patterns
in foreign
markets as a result of avian influenza outbreaks in those countries
and
increased freight and fuel costs along with increased soybean meal
costs.
|
|
Change
from
|
|||||||||
Quarter
Ended
|
Quarter
Ended
|
|||||||||
April 1,
|
April
2,
|
Percentage
|
||||||||
Source
|
2006
|
2005
|
Change
|
|||||||
Chicken
|
||||||||||
United
States
|
$
|
(37.7
|
)
|
$
|
(119.8
|
)
|
(145.9
|
)%
|
||
Mexico
|
1.8
|
(7.1
|
)
|
(79.8
|
)%
|
|||||
$
|
(35.9
|
)
|
$
|
(126.9
|
)
|
(139.5
|
)%
|
|||
Turkey
|
$
|
(6.7
|
)
|
$
|
(1.2
|
)
|
21.8
|
%
|
||
Other
Products
|
||||||||||
United
States
|
$
|
4.4
|
$
|
2.9
|
193.3
|
%
|
||||
Mexico
|
0.3
|
(1.6
|
)
|
(84.2
|
)%
|
|||||
$
|
4.7
|
$
|
1.3
|
38.2
|
%
|
|||||
Operating
Income (Loss)
|
$
|
(37.9
|
)
|
$
|
(126.8
|
)
|
(142.6
|
)%
|
Change
from
|
Percentage
|
Percentage
|
|||||||||||||||||
Quarter
Ended
|
Quarter
Ended
|
of
Net Sales
|
of
Net Sales
|
||||||||||||||||
April
1,
|
April
2,
|
Percentage
|
Second
Quarter
|
Second
Quarter
|
|||||||||||||||
Components
|
2006
|
2005
|
Change
|
Fiscal
2006
|
Fiscal
2005
|
||||||||||||||
Gross
profit
|
$
|
37.2
|
$
|
(126.8
|
)
|
(77.3
|
)%
|
2.9
|
%
|
11.9
|
%
|
||||||||
Selling,
general and administrative expense
|
75.1
|
--
|
0.0
|
%
|
5.9
|
%
|
5.5
|
%
|
(a
|
)
|
|||||||||
Operating
income (loss)
|
$
|
(37.9
|
)
|
$
|
(126.8
|
)
|
(142.6
|
)%
|
(3.0
|
)%
|
6.4
|
%
|
(b
|
)
|
(a)
|
Selling,
general and administrative expense increased as a percentage of
net sales
due to decreased sales.
|
(b)
|
Decreased
operating income is primarily due to the items discussed above
under gross
profit.
|
|
First
Six Months Ended
|
Change
from
First
Six Months Ended
|
|||||||||||
April
1,
|
April
2,
|
Percentage
|
|||||||||||
Source
|
2006
|
2005
|
Change
|
||||||||||
Chicken-
|
|||||||||||||
United
States
|
$
|
2,019.4
|
$
|
(106.2
|
)
|
(5.0
|
)%
|
(a
|
)
|
||||
Mexico
|
196.4
|
8.6
|
4.6
|
%
|
(b
|
)
|
|||||||
$
|
2,215.8
|
$
|
(97.6
|
)
|
(4.2
|
)%
|
|||||||
Turkey
|
$
|
79.0
|
$
|
(38.1
|
)
|
(32.5
|
)%
|
(c
|
)
|
||||
Other
Products-
|
|||||||||||||
United
States
|
$
|
307.6
|
$
|
4.3
|
1.4
|
%
|
|||||||
Mexico
|
7.1
|
(2.7
|
)
|
(27.6
|
)%
|
(d
|
)
|
||||||
$
|
314.7
|
$
|
1.6
|
0.5
|
%
|
||||||||
$
|
2,609.5
|
$
|
(134.1
|
)
|
(4.9
|
)%
|
(a)
|
U.S.
chicken sales for the first six months of fiscal 2006 were 5.0%
less than
the first six months of fiscal 2005 because of a 3.1% decline in
pounds
sold and a 1.9% decline in net revenue per pound sold.
|
(b)
|
Mexico
chicken sales increased due to a 10.0% increase in pounds sold
during the
first six months of fiscal 2006 versus the first six months of
fiscal 2005
offset somewhat by a 5.0% decline in net revenue per pound
sold.
|
(c)
|
Turkey
sales declined because of the 2004 restructuring and the March
2006
discontinuation of certain products discussed above.
|
(d)
|
Mexico
other product sales decreased due to a decline in sales of chicks
to other
growers and lower feed sales.
|
Change
From
|
Percentage
of
|
Percentage
of
|
|||||||||||||||||
First
Six
|
First
Six
|
Net
Sales
|
Net
Sales
|
||||||||||||||||
Months
Ended
|
Months
Ended
|
First
Six
|
First
Six
|
||||||||||||||||
April
1,
|
April
2,
|
Percentage
|
Months
|
Months
|
|||||||||||||||
Components
|
2006
|
2005
|
Change
|
Fiscal
2006
|
Fiscal
2005
|
||||||||||||||
Net
sales
|
$
|
2,609.5
|
$
|
(134.1
|
)
|
(4.9
|
)%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost
of sales
|
2,453.9
|
35.5
|
1.4
|
%
|
94.0
|
%
|
88.1
|
%
|
(a
|
)
|
|||||||||
Gross
profit
|
$
|
155.6
|
$
|
(169.6
|
)
|
(52.2
|
)%
|
6.0
|
%
|
11.9
|
%
|
(b
|
)
|
||||||
(a)
|
Cost
of sales increased $71.0 million due primarily to increased energy
costs
and transportation costs created by fuel cost increases along with
an
increase in the cost of soybean meal. Supplement fuel payments
to growers
in the first six months of fiscal 2006 were $9.0 million higher
than in
the first six months of fiscal 2005.These increases were offset
by a $35.5
million decrease in the cost of sales in the turkey division due
to
reduced sales created by the 2004 turkey restructuring and the
decision to
cease production on March 3, 2006, of certain products at our Franconia,
Pennsylvania turkey cooking facility. Included in cost of sales
for the
first six months of fiscal 2006 was a charge of $3.8 million to
impair the
carrying value of certain equipment currently held for sale and
formerly
used in our turkey division, a charge of $2.5 million to reduce
the value
of certain packaging and supplies associated with those products
and $0.2
million for severance costs. Included in the cost of sales for
the first
six months of fiscal 2005 were proceeds of $4.4 million from the
final
resolution of the 2004 turkey restructuring activities.
|
(b)
|
Gross
profit decreased $169.6 million due to the combination of depressed
selling prices, due primarily to a decrease in export demand for
U.S.
chicken products caused by changes in buying patterns in foreign
markets
as a result of avian influenza outbreaks in those countries, increased
freight and fuel costs, and the increased cost of soybean
meal.
|
Change
from
|
||||||||||
First
Six
|
First
Six
|
|||||||||
Months
Ended
|
Months
Ended
|
|||||||||
April
1,
|
April
2,
|
Percentage
|
||||||||
Source
|
2006
|
2005
|
Change
|
|||||||
Chicken
|
||||||||||
United
States
|
$
|
16.1
|
$
|
(159.0
|
)
|
(90.8
|
)%
|
|||
Mexico
|
(5.2
|
)
|
(19.3
|
)
|
(136.9
|
)%
|
||||
$
|
10.9
|
$
|
(178.3
|
)
|
(94.2
|
)%
|
||||
Turkey
|
$
|
(12.4
|
)
|
$
|
2.3
|
15.6
|
%
|
|||
Other
Products
|
||||||||||
United
States
|
$
|
9.0
|
$
|
5.9
|
190.3
|
%
|
||||
Mexico
|
0.8
|
(1.6
|
)
|
(66.7
|
)%
|
|||||
$
|
9.8
|
$
|
4.3
|
78.2
|
%
|
|||||
Operating
Income
|
$
|
8.3
|
$
|
(171.7
|
)
|
(95.4
|
)%
|
Change
from
|
Percentage
|
Percentage
|
|||||||||||||||||
First
Six
|
First
Six
|
of
Net Sales
|
of
Net Sales
|
||||||||||||||||
Months
Ended
|
Months
Ended
|
First
Six
|
First
Six
|
||||||||||||||||
April
1,
|
April
2,
|
Percentage
|
Months
|
Months
|
|||||||||||||||
Components
|
2006
|
2005
|
Change
|
Fiscal
2006
|
Fiscal
2005
|
||||||||||||||
Gross
profit
|
$
|
155.6
|
$
|
(169.6
|
)
|
(52.2
|
)%
|
6.0
|
%
|
11.9
|
%
|
||||||||
Selling,
general and administrative expense
|
147.3
|
2.1
|
1.4
|
%
|
5.6
|
%
|
5.3
|
%
|
(a
|
)
|
|||||||||
Operating
income
|
$
|
8.3
|
$
|
(171.7
|
)
|
(95.4
|
)%
|
0.3
|
%
|
6.6
|
%
|
(b
|
)
|
(a)
|
Selling,
general and administrative expense increased as a percentage of
net sales
due primarily to reduced revenue. However, overall selling, general
and
administrative expense remained relatively flat with the fiscal
2005
period.
|
(b)
|
Decreased
operating income is primarily due to the items discussed above
under gross
profit and the slight increase in selling, general and administrative
expense.
|
Facility
|
Available
|
Amount
|
|||||||||||
Source
of Liquidity
|
Amount
|
Borrowing
|
Outstanding
|
Available
|
|||||||||
(in
millions)
|
|||||||||||||
Cash
and cash equivalents
|
$
|
--
|
$
|
--
|
$
|
--
|
$
|
67,680
|
|||||
Investments
in available for sale securities - long-term
|
--
|
--
|
--
|
170,428
|
|||||||||
Debt
Facilities:
|
|||||||||||||
Revolving
credit facilities
|
168,000
|
135,975
|
--
|
135,975
|
|||||||||
Revolving/term
facility
|
500,000
|
500,000
|
--
|
500,000
|
|||||||||
Receivables
purchase
|
|||||||||||||
agreement
|
125,000
|
125,000
|
--
|
125,000
|
|||||||||
Total
available
|
793,000
|
760,975
|
$
|
999,083
|
· |
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, either in our own
flocks
or elsewhere, affecting our ability to conduct our operations and/or
demand for our 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;
|
· |
Changes
in laws or regulations affecting our operations or the application
thereof;
|
· |
Competitive
factors and pricing pressures or the loss of one or more of our largest
customers;
|
· |
Currency
exchange rate fluctuations, trade barriers, exchange controls,
expropriation and other risks associated with foreign
operations;
|
· |
Management
of our cash resources, particularly in light of our leverage, and
restrictions imposed by and as a result of, our leverage;
and
|
· |
The
impact of uncertainties of litigation as well as other risks described
herein and under “Risk Factors” in our Annual Report on Form 10-K filed
with the Securities and Exchange
Commission.
|
NOMINEE
|
FOR
|
WITHHELD
|
|||
Lonnie
“Bo” Pilgrim
|
554,242,782
|
24,923,729
|
|||
Clifford
E. Butler
|
560,361,712
|
18,804,799
|
|||
O.B.
Goolsby
|
560,377,126
|
18,789,385
|
|||
Richard
A. Cogdill
|
560,052,308
|
19,114,203
|
|||
Lonnie
Ken Pilgrim
|
554,230,484
|
24,936,027
|
|||
Charles
L. Black
|
577,664,945
|
1,501,566
|
|||
Linda
Chavez
|
578,504,511
|
662,000
|
|||
S.
Key Coker
|
578,564,483
|
602,028
|
|||
Keith
W. Hughes
|
578,580,938
|
585,573
|
|||
Blake
D. Lovette
|
578,404,828
|
761,683
|
|||
Vance
C. Miller, Sr.
|
577,665,538
|
1,500,973
|
|||
James
G. Vetter, Jr.
|
555,425,322
|
23,741,189
|
|||
Donald
L. Wass, Ph.D.
|
577,664,838
|
1,501,673
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON VOTES
|
|||
2,323,376
|
567,442,960
|
4,574,215
|
4,825,960
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON VOTES
|
|||
578,140,356
|
1,024,726
|
1,429
|
0
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the
fiscal year ended October 2, 2004 filed on November 24,
2004).
|
|
3.2
|
Amended
and Restated Corporate Bylaws of the Company (incorporated by reference
from Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004).
|
|
10.1
|
Amended
and Restated Pilgrim's Pride Corporation 2005 Deferred Compensation
Plan
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K dated January 6, 2006).
|
|
10.2
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from
Exhibit
10.2 of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.3
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.3
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.4
|
Ground
Lease Agreement dated effective January 4, 2006 between Pilgrim's
Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.4
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
12.1
|
Statement
regarding Computation of Ratios.*
|
|
31.1
|
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
31.2
|
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
|
31.3
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
|
32.1
|
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.2
|
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
32.3
|
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
|
*
Filed herewith
|
PILGRIM’S
PRIDE CORPORATION
|
|||
/s/
Richard A. Cogdill
|
|||
Date:
|
May
2, 2006
|
Richard
A. Cogdill
|
|
Chief
Financial Officer,
|
|||
Secretary
and Treasurer
|
|||
(Principal
Financial Officer,
|
|||
Chief
Accounting Officer and
|
|||
Authorized
Signatory)
|
3.1
|
Certificate
of Incorporation of the Company, as amended (incorporated by reference
from Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the
fiscal year ended October 2, 2004 filed on November 24,
2004).
|
|
3.2
|
Amended
and Restated Corporate Bylaws of the Company (incorporated by reference
from Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (No.
333-111929) filed on January 15, 2004).
|
|
10.1
|
Amended
and Restated Pilgrim's Pride Corporation 2005 Deferred Compensation
Plan
(incorporated by reference from Exhibit 10.1 of the Company’s Current
Report on Form 8-K dated January 6, 2006).
|
|
10.2
|
Vendor
Service Agreement dated effective December 28, 2005 between Pilgrim's
Pride Corporation and Pat Pilgrim (incorporated by reference from
Exhibit
10.2 of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.3
|
Transportation
Agreement dated effective December 28, 2005 between Pilgrim's Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.3
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
10.4
|
Ground
Lease Agreement dated effective January 4, 2006 between Pilgrim's
Pride
Corporation and Pat Pilgrim (incorporated by reference from Exhibit
10.4
of the Company’s Current Report on Form 8-K dated January 6,
2006).
|
|
Statement
regarding Computation of Ratios.*
|
||
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Co-Principal Executive Officer of Pilgrim's Pride Corporation
pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
Certification
of Chief Financial Officer of Pilgrim's Pride Corporation pursuant
to
Section 906 of the Sarbanes-Oxley Act of 2002.*
|
||
*
Filed herewith
|
PILGRIM’S
PRIDE CORPORATION
|
|||||||
COMPUTATION
OF RATIO OF EARNINGS TO FIXED CHARGES
|
|||||||
|
SIX
MONTHS ENDED
|
||||||
April
1, 2006
|
April
2, 2005
|
||||||
EARNINGS
(Loss):
|
|||||||
Income
(loss) before income taxes
|
$
|
(10,461
|
)
|
$
|
170,502
|
||
Add:
Total fixed charges
|
34,093
|
31,460
|
|||||
Less:
Interest Capitalized
|
2,159
|
1,548
|
|||||
Total
Earnings
|
$
|
21,473
|
$
|
200,414
|
|||
FIXED
CHARGES:
|
|||||||
Interest
expense
|
$
|
27,825
|
$
|
25,368
|
|||
Portion
of rental expense representative of the interest factor
|
6,268
|
6,092
|
|||||
Total
fixed charges
|
$
|
34,093
|
$
|
31,460
|
|||
Ratio
of earnings to fixed charges
|
(1
|
)
|
6.37
|
(1)
|
Earnings
were insufficient to cover fixed charges by
$12,620.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the fiscal
quarter
ended April 1, 2006, of Pilgrim's Pride Corporation;
|
||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by
this
report;
|
||
3.
|
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
||
b.)
|
Designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
c.)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
|
||
d.)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
||
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
||
a.)
|
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
Date:
May 2, 2006
|
/s/
Lonnie "Bo" Pilgrim
|
Lonnie
"Bo" Pilgrim
|
|
Co-Principal
Executive
Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the fiscal quarter
ended April 1, 2006, of Pilgrim's Pride Corporation;
|
||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
||
3.
|
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
||
b.)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
c.)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
|
||
d.)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
||
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
||
a.)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
Date:
May 2, 2006
|
/s/
O.B. Goolsby, Jr.
|
O.B.
Goolsby, Jr.
|
|
Co-Principal
Executive Officer
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the fiscal quarter
ended April 1, 2006, of Pilgrim's Pride Corporation;
|
||
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
||
3.
|
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
||
4.
|
The
registrant’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
||
a.)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
||
b.)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
c.)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based upon such evaluation; and
|
||
d.)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
||
5.
|
The
registrant’s other certifying officers and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent
functions):
|
||
a.)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
||
b.)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
||
Date:
May 2, 2006
|
/s/
Richard A. Cogdill
|
Richard
A. Cogdill
|
|
Chief
Financial Officer
|
Date:
May 2, 2006
|
/s/
Lonnie "Bo" Pilgrim
|
Lonnie
"Bo" Pilgrim
|
|
Co-Principal
Executive Officer
|
Date:
May 2, 2006
|
/s/
O.B. Goolsby, Jr.
|
O.B.
Goolsby, Jr.
|
|
Co-Principal
Executive Officer
|
|
Date:
May 2, 2006
|
/s/
Richard A. Cogdill
|
Richard
A. Cogdill
|
|
Chief
Financial Officer
|
|