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)
|
|
March
31, 2007 and September 30, 2006
|
||
Three
months and six months ended March 31, 2007 and April 1,
2006
|
||
Six
months ended March 31, 2007 and April 1, 2006
|
||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
||
Quantitative
and Qualitative Disclosures about Market Risk
|
||
Controls
and Procedures
|
||
PART
II. OTHER INFORMATION
|
||
Legal
Proceedings
|
||
Risk
Factors
|
||
Submission
of Matters to a Vote of Security Holders
|
||
Exhibits
|
||
PART
I. FINANCIAL INFORMATION
|
|||||||
Item
1. Financial Statements
|
|||||||
Pilgrim's
Pride Corporation
|
|||||||
(Unaudited)
|
|||||||
March
31, 2007
|
September
30, 2006
|
||||||
(In
thousands, except share and per share data)
|
|||||||
Assets
|
|||||||
Current
Assets:
|
|||||||
Cash
and cash equivalents
|
$
|
69,170
|
$
|
156,404
|
|||
Investment
in available for sale securities
|
24,000
|
21,246
|
|||||
Trade
accounts and other receivables, less allowance for doubtful
accounts
|
391,569
|
263,149
|
|||||
Inventories
|
896,331
|
585,940
|
|||||
Income
taxes receivable
|
76,683
|
39,167
|
|||||
Current
deferred income taxes
|
81,493
|
7,288
|
|||||
Other
current assets
|
48,489
|
32,480
|
|||||
Total
Current Assets
|
1,587,735
|
1,105,674
|
|||||
Investment
in Available for Sale Securities
|
31,042
|
115,375
|
|||||
Other
Assets
|
101,283
|
50,825
|
|||||
Goodwill
|
515,387
|
--
|
|||||
Property,
Plant and Equipment:
|
|||||||
Land
|
92,984
|
52,493
|
|||||
Buildings,
machinery and equipment
|
2,435,408
|
1,702,949
|
|||||
Autos
and trucks
|
54,249
|
57,177
|
|||||
Construction-in-progress
|
122,886
|
63,853
|
|||||
2,705,527
|
1,876,472
|
||||||
Less
accumulated depreciation
|
(793,977
|
)
|
(721,478
|
)
|
|||
1,911,550
|
1,154,994
|
||||||
$
|
4,146,997
|
$
|
2,426,868
|
||||
Liabilities
and Stockholders’ Equity
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable
|
$
|
392,137
|
$
|
293,685
|
|||
Accrued
expenses
|
462,373
|
272,830
|
|||||
Current
maturities of long-term debt
|
8,253
|
10,322
|
|||||
Total
Current Liabilities
|
862,763
|
576,837
|
|||||
Long-Term
Debt, Less Current Maturities
|
1,789,519
|
554,876
|
|||||
Deferred
Income Taxes
|
338,788
|
175,869
|
|||||
Other
long-term liabilities
|
85,048
|
--
|
|||||
Minority
Interest in Subsidiary
|
2,033
|
1,958
|
|||||
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; 66,555,733
issued
|
665
|
665
|
|||||
Additional
paid-in capital
|
469,779
|
469,779
|
|||||
Retained
earnings
|
594,942
|
646,750
|
|||||
Accumulated
other comprehensive loss
|
3,460
|
134
|
|||||
Total
Stockholders’ Equity
|
1,068,846
|
1,117,328
|
|||||
$
|
4,146,997
|
$
|
2,426,868
|
See
notes to consolidated financial
statements.
|
Pilgrim’s
Pride Corporation and Subsidiaries
(Unaudited)
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
March
31, 2007
|
April
1, 2006
|
March
31, 2007
|
April
1, 2006
|
||||||||||
(in
thousands, except share and per share data)
|
|||||||||||||
Net
Sales
|
$
|
1,993,965
|
$
|
1,265,709
|
$
|
3,331,097
|
$
|
2,609,521
|
|||||
Cost
of sales
|
1,910,023
|
1,228,508
|
3,181,628
|
2,453,920
|
|||||||||
Gross
profit
|
83,942
|
37,201
|
149,469
|
155,601
|
|||||||||
Selling,
general and administrative
|
95,641
|
75,137
|
164,073
|
147,339
|
|||||||||
Operating
income (loss)
|
(11,699
|
)
|
(37,936
|
)
|
(14,604
|
)
|
8,262
|
||||||
Other
Expense (Income):
|
|||||||||||||
Interest
expense
|
39,295
|
13,271
|
53,209
|
25,666
|
|||||||||
Interest
income
|
(1,684
|
)
|
(3,214
|
)
|
(2,992
|
)
|
(7,161
|
)
|
|||||
Loss
on early extinguishment of debt
|
14,475
|
--
|
14,475
|
--
|
|||||||||
Foreign
exchange (gain)/loss
|
10
|
(190
|
)
|
1,514
|
(810
|
)
|
|||||||
Miscellaneous,
net
|
(3,678
|
)
|
(702
|
)
|
(6,194
|
)
|
1,028
|
||||||
Total
other expenses, net
|
48,418
|
9,165
|
60,012
|
18,723
|
|||||||||
Loss
before income taxes
|
(60,117
|
)
|
(47,101
|
)
|
(74,616
|
)
|
(10,461
|
)
|
|||||
Income
tax (benefit) expense
|
(20,040
|
)
|
(15,147
|
)
|
(25,804
|
)
|
(4,185
|
)
|
|||||
Net
loss
|
$
|
(40,077
|
)
|
$
|
(31,954
|
)
|
$
|
(48,812
|
)
|
$
|
(6,276
|
)
|
|
Net
loss per common share- basic and diluted
|
$
|
(0.60
|
)
|
$
|
(0.48
|
)
|
$
|
(0.73
|
)
|
$
|
(0.09
|
)
|
|
Dividends
declared per common share
|
$
|
0.0225
|
$
|
0.0225
|
$
|
0.0450
|
$
|
1.0450
|
|||||
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
|
|||||||
March
31, 2007
|
April
1, 2006
|
||||||
(in
thousands)
|
|||||||
Cash
Flows From Operating Activities:
|
|||||||
Net
loss
|
$
|
(48,812
|
)
|
$
|
(6,276
|
)
|
|
Adjustments
to reconcile net loss to cash provided by operating
activities
|
|||||||
Depreciation
and amortization
|
87,673
|
65,092
|
|||||
Loss
on early extinguishment of debt
|
7,099
|
--
|
|||||
Impairment
of assets
|
--
|
3,767
|
|||||
Loss
on property disposals
|
(306
|
)
|
1,215
|
||||
Deferred
income taxes
|
6,194
|
|
(605
|
)
|
|||
Changes
in operating assets and liabilities
|
|||||||
Accounts
and other receivables
|
(13,383
|
)
|
59,192
|
||||
Income
taxes receivable
|
(11,738
|
)
|
(14,822
|
)
|
|||
Inventories
|
(64,090
|
)
|
(81,353
|
)
|
|||
Other
current assets
|
(3,511
|
)
|
(11,471
|
)
|
|||
Accounts
payable and accrued expenses
|
(23,528
|
)
|
(10,642
|
)
|
|||
Other
|
8,664
|
(2,134
|
)
|
||||
Cash
provided by (used for) operating activities
|
(55,738
|
)
|
1,963
|
||||
Investing
Activities:
|
|||||||
Acquisitions
of property, plant and equipment
|
(94,449
|
)
|
(74,519
|
)
|
|||
Business
acquisitions
|
(1,108,817
|
)
|
--
|
||||
Purchases
of investment securities
|
(357,248
|
)
|
(212,403
|
)
|
|||
Proceeds
from sale/maturity of investment securities
|
436,536
|
319,260
|
|||||
Proceeds
from property disposals
|
4,959
|
2,717
|
|||||
Other,
net
|
7,940
|
|
(3
|
)
|
|||
Cash
provided by (used for) investing activities
|
(1,111,079
|
)
|
35,052
|
||||
Financing
Activities:
|
|||||||
Borrowing
for acquisition
|
1,230,000
|
--
|
|||||
Proceeds
from notes payable to banks
|
--
|
83,000
|
|||||
Repayments
on notes payable to banks
|
--
|
(83,000
|
)
|
||||
Proceeds
from long-term debt
|
774,791
|
--
|
|||||
Payments
on long-term debt
|
(906,673
|
)
|
(32,350
|
)
|
|||
Debt issue costs | (15,565 | ) |
--
|
||||
Cash
dividends paid
|
(2,995
|
)
|
(69,551
|
)
|
|||
Cash
provided by (used for) financing activities
|
1,079,558
|
(101,901
|
)
|
||||
Effect
of exchange rate changes on cash and cash equivalents
|
25
|
(1
|
)
|
||||
Decrease
in cash and cash equivalents
|
(87,234
|
)
|
(64,887
|
)
|
|||
Cash
and cash equivalents at beginning of year
|
156,404
|
132,567
|
|||||
Cash
and Cash Equivalents at End of Period
|
$
|
69,170
|
$
|
67,680
|
|||
|
|||||||
See
notes to consolidated financial
statements.
|
Purchase
50,146,368 shares at $21.00 per share
|
$
|
1,053,074
|
||
Premium
paid on retirement of debt
|
22,208
|
|||
Retirement
of various share-based compensation awards
|
25,677
|
|||
Various
costs and fees
|
45,639
|
|||
Total
purchase price at March 31, 2007
|
$
|
1,146,598
|
Current
Assets
|
$
|
421,468
|
||
Plant,
Property & Equipment
|
755,434
|
|||
Goodwill
|
515,387
|
|||
Other
assets
|
64,332
|
|||
Total
assets acquired
|
1,756,621
|
|||
Current
liabilities
|
279,527
|
|||
Long-term
debt, less current maturities
|
140,674
|
|||
Deferred
income taxes
|
111,206
|
|||
Other
long-term liabilities
|
78,616
|
|||
Total
liabilities assumed
|
610,023
|
|||
Total
purchase price
|
$
|
1,146,598
|
||
|
In
thousands, except share and per share data
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
March
31, 2007
(Actual)
|
April
1, 2006
(Pro
forma)
|
March
31, 2007
(Pro
forma)
|
April
1, 2006
(Pro
forma)
|
||||||||||
Net
sales
|
$
|
1,993,965
|
$
|
1,795,249
|
$
|
3,858,907
|
$
|
3,680,202
|
|||||
Depreciation
and amortization
|
$
|
54,976
|
$
|
57,347
|
$
|
112,775
|
$
|
111,088
|
|||||
Operating
income (loss)
|
$
|
(11,699
|
)
|
$
|
(74,376
|
)
|
$
|
(45,036
|
)
|
$
|
(31,490
|
)
|
|
Interest
expense, net
|
$
|
37,611
|
$
|
31,291
|
$
|
76,038
|
$
|
61,293
|
|||||
Income
(loss) before taxes
|
$
|
(60,117
|
)
|
$
|
(103,329
|
)
|
$
|
(129,431
|
)
|
$
|
(90,400
|
)
|
|
Net
income (loss)
|
$
|
(40,077
|
)
|
$
|
(65,738
|
)
|
$
|
(82,920
|
)
|
$
|
(55,073
|
)
|
|
Net
income (loss) per common share
|
$
|
(0.60
|
)
|
$
|
(0.99
|
)
|
$
|
(1.25
|
)
|
$
|
(0.83
|
)
|
|
Weighted
average shares outstanding
|
66,555,733
|
66,555,733
|
66,555,733
|
66,555,733
|
March
31,
|
September
30,
|
||||||
(In
thousands)
|
2007
|
2006
|
|||||
Chicken:
|
|||||||
Live
chicken and hens
|
$
|
343,076
|
$
|
196,284
|
|||
Feed
and eggs
|
224,867
|
132,309
|
|||||
Finished
chicken products
|
271,574
|
201,516
|
|||||
839,517
|
530,109
|
||||||
Turkey:
|
|||||||
Live
turkey and hens
|
$
|
8,471
|
$
|
7,138
|
|||
Feed
and eggs
|
3,673
|
4,740
|
|||||
Finished
turkey products
|
22,512
|
26,685
|
|||||
34,656
|
38,563
|
||||||
Other
Products:
|
|||||||
Commercial
feed, table eggs, retail farm store and other
|
$
|
11,740
|
$
|
7,080
|
|||
Distribution
inventories (other than chicken & turkey products)
|
10,418
|
10,188
|
|||||
22,158
|
17,268
|
||||||
Total
Inventories
|
$
|
896,331
|
$
|
585,940
|
Final
Maturity
|
March
31, 2007
|
September
30, 2006
|
||||||||
Senior
unsecured notes, at 9 5/8%
|
2011
|
$
|
299,391
|
$
|
299,601
|
|||||
Senior
subordinated unsecured notes, at 9 1/4%
|
2013
|
5,135
|
82,640
|
|||||||
Senior
unsecured notes, at 7 5/8%
|
2015
|
400,000
|
--
|
|||||||
Senior
unsecured notes, at 8 3/8%
|
2017
|
250,000
|
--
|
|||||||
Secured
revolving credit facility with notes payable at LIBOR plus 1.25%
to LIBOR
plus 2.75%
|
2011
|
50,472
|
74,682
|
|||||||
Note
payable to an insurance company at 6.68%
|
2012
|
--
|
50,115
|
|||||||
Notes
payable to an insurance company at LIBOR plus 2.2075%
|
2013
|
--
|
41,333
|
|||||||
Revolving-term
secured credit facility with notes payable at US Treasuries, plus
a
spread
|
2016
|
25,000
|
--
|
|||||||
Term
credit facility, with notes payable at LIBOR plus 1.75%
|
2016
|
540,000
|
--
|
|||||||
Term
loan payable at 7.06%
|
2016
|
110,000
|
||||||||
Term
loan payable at 6.84%
|
2016
|
99,750
|
--
|
|||||||
Other
|
Various
|
18,024
|
16,827
|
|||||||
1,797,772
|
565,198
|
|||||||||
Less
current maturities
|
(8,253
|
)
|
(10,322
|
)
|
||||||
Total
|
$
|
1,789,519
|
$
|
554,876
|
||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||
March
31, 2007
|
April
1, 2006
|
March
31, 2007
|
April
1,2006
|
||||||||||
(in
thousands)
|
|||||||||||||
Lease
payments on commercial egg property
|
$
|
188
|
$
|
188
|
$
|
375
|
$
|
375
|
|||||
Contract
grower pay
|
$
|
202
|
$
|
238
|
$
|
401
|
$
|
473
|
|||||
Other
sales to major stockholder
|
$
|
165
|
$
|
152
|
$
|
312
|
$
|
372
|
|||||
Live
chicken purchases from major stockholder
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
231
|
|||||
Loan
guaranty fees
|
$
|
1,165
|
$
|
367
|
$
|
1,501
|
$
|
777
|
|||||
Lease
payments and operating expenses on airplane
|
$
|
131
|
$
|
120
|
$
|
250
|
$
|
251
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
March
31, 2007(a)
|
April
1, 2006
|
March
31, 2007(a)
|
April
1, 2006
|
||||||||||
(In
thousands)
|
|||||||||||||
Net
Sales to Customers:
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
1,683,463
|
$
|
985,208
|
$
|
2,714,412
|
$
|
2,019,374
|
|||||
Mexico
|
111,046
|
104,031
|
233,955
|
196,434
|
|||||||||
Sub-total
|
1,794,509
|
1,089,239
|
2,948,367
|
2,215,808
|
|||||||||
Turkey
|
12,256
|
17,115
|
64,106
|
79,019
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
183,194
|
154,083
|
312,169
|
307,613
|
|||||||||
Mexico
|
4,006
|
5,272
|
6,455
|
7,081
|
|||||||||
Sub-total
|
187,200
|
159,355
|
318,624
|
314,694
|
|||||||||
Total
|
$
|
1,993,965
|
$
|
1,265,709
|
$
|
3,331,097
|
$
|
2,609,521
|
|||||
Operating
Income (Loss):
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
(4,148
|
)
|
$
|
(37,716
|
)
|
$
|
(15,594
|
)
|
$
|
16,146
|
||
Mexico
|
(12,605
|
)
|
1,844
|
(11,276
|
)
|
(5,226
|
)
|
||||||
Sub-total
|
(16,753
|
)
|
(35,872
|
)
|
(26,870
|
)
|
10,920
|
||||||
Turkey(b)
|
261
|
(6,716
|
)
|
2,767
|
(12,358
|
)
|
|||||||
Other
Products:
|
|||||||||||||
United
States
|
4,273
|
4,314
|
8,412
|
8,904
|
|||||||||
Mexico
|
520
|
338
|
1,087
|
796
|
|||||||||
Sub-total
|
4,793
|
4,652
|
9,499
|
9,700
|
|||||||||
Total
|
$
|
(11,699
|
)
|
$
|
(37,936
|
)
|
$
|
(14,604
|
)
|
$
|
8,262
|
||
Depreciation
and Amortization(c)
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
49,046
|
$
|
28,717
|
$
|
76,491
|
$
|
54,278
|
|||||
Mexico
|
2,746
|
3,125
|
5,552
|
5,718
|
|||||||||
Sub-total
|
51,792
|
31,842
|
82,043
|
59,996
|
|||||||||
Turkey
|
401
|
772
|
775
|
1,553
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
2,729
|
2,090
|
4,757
|
3,467
|
|||||||||
Mexico
|
54
|
40
|
98
|
76
|
|||||||||
Sub-total
|
2,783
|
2,130
|
4,855
|
3,543
|
|||||||||
Total
|
$
|
54,976
|
$
|
34,744
|
$
|
87,673
|
$
|
65,092
|
(a)
|
The
Company acquired Gold Kist Inc. on December 27, 2006 for $1,146.6
million
plus assumed liabilities. The acquisition has been accounted for
as a
purchase and the results of operations have been included in our
consolidated results of operations since the acquisition
date.
|
(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
the carrying value of certain packaging and supplies, bringing
the total
of such charges for the six months ended April 1, 2006 to $6.5
million.
|
(c)
|
Includes
amortization of capitalized financing costs of approximately $1.1
million
and $0.9 million for the three month periods and $1.8 million and
$1.6
million for the six month periods ending March 31, 2007 and April
1, 2006,
respectively.
|
§ |
Increased
cost of sales due to increased feed costs between the two periods,
as feed
ingredient costs rose 38.2% in the U.S. and 39.0% in Mexico, due
primarily
to corn and soybean meal prices.
|
§ |
Although
our average chicken selling prices in the U.S. were up 10.9% over
the same
period last year, the increase was not sufficient to completely offset
the
increased feed cost.
|
§ |
Net
interest expense increased $27.6 million due primarily to the financing
of
the acquisition of Gold Kist.
|
§ |
A
$14.5 million loss on the early extinguishment of debt incurred during
the
financing of the Gold Kist acquisition during the second quarter
of fiscal
2007.
|
§ |
Increased
cost of sales due to increased feed costs between the two periods.
Feed
ingredient costs rose 35.7% in the U.S. and 33.3% in Mexico chicken
divisions, respectively, due primarily to corn and soybean meal
prices.
|
§ |
Net
interest expense increased $31.7 million in the first six months
of fiscal
2007, when compared to the same period in fiscal 2006, due primarily
to
the financing of the acquisition of Gold
Kist.
|
§ |
A
$14.5 million loss on the early extinguishment of debt during the
second
quarter of fiscal 2007.
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
March
31, 2007(a)
|
April
1, 2006
|
March
31, 2007(a)
|
April
1, 2006
|
||||||||||
(In
thousands)
|
|||||||||||||
Net
Sales to Customers:
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
1,683,463
|
$
|
985,208
|
$
|
2,714,412
|
$
|
2,019,374
|
|||||
Mexico
|
111,046
|
104,031
|
233,955
|
196,434
|
|||||||||
Sub-total
|
1,794,509
|
1,089,239
|
2,948,367
|
2,215,808
|
|||||||||
Turkey
|
12,256
|
17,115
|
64,106
|
79,019
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
183,194
|
154,083
|
312,169
|
307,613
|
|||||||||
Mexico
|
4,006
|
5,272
|
6,455
|
7,081
|
|||||||||
Sub-total
|
187,200
|
159,355
|
318,624
|
314,694
|
|||||||||
Total
|
$
|
1,993,965
|
$
|
1,265,709
|
$
|
3,331,097
|
$
|
2,609,521
|
|||||
Operating
Income (Loss):
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
(4,148
|
)
|
$
|
(37,716
|
)
|
$
|
(15,594
|
)
|
$
|
16,146
|
||
Mexico
|
(12,605
|
)
|
1,844
|
(11,276
|
)
|
(5,226
|
)
|
||||||
Sub-total
|
(16,753
|
)
|
(35,872
|
)
|
(26,870
|
)
|
10,920
|
||||||
Turkey(b)
|
261
|
(6,716
|
)
|
2,767
|
(12,358
|
)
|
|||||||
Other
Products:
|
|||||||||||||
United
States
|
4,273
|
4,314
|
8,412
|
8,904
|
|||||||||
Mexico
|
520
|
338
|
1,087
|
796
|
|||||||||
Sub-total
|
4,793
|
4,652
|
9,499
|
9,700
|
|||||||||
Total
|
$
|
(11,699
|
)
|
$
|
(37,936
|
)
|
$
|
(14,604
|
)
|
$
|
8,262
|
||
Depreciation
and Amortization(c)
|
|||||||||||||
Chicken:
|
|||||||||||||
United
States
|
$
|
49,046
|
$
|
28,717
|
$
|
76,491
|
$
|
54,278
|
|||||
Mexico
|
2,746
|
3,125
|
5,552
|
5,718
|
|||||||||
Sub-total
|
51,792
|
31,842
|
82,043
|
59,996
|
|||||||||
Turkey
|
401
|
772
|
775
|
1,553
|
|||||||||
Other
Products:
|
|||||||||||||
United
States
|
2,729
|
2,090
|
4,757
|
3,467
|
|||||||||
Mexico
|
54
|
40
|
98
|
76
|
|||||||||
Sub-total
|
2,783
|
2,130
|
4,855
|
3,543
|
|||||||||
Total
|
$
|
54,976
|
$
|
34,744
|
$
|
87,673
|
$
|
65,092
|
(a)
|
The
Company acquired Gold Kist Inc. on December 27, 2006 for $1,146.6
million
plus assumed liabilities. The acquisition has been accounted for
as a
purchase and the results of operations have been included in our
consolidated results of operations since the acquisition
date.
|
(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
the carrying value of certain packaging and supplies, bringing
the total
of such charges for the six months ended April 1, 2006 to $6.5
million.
|
(c)
|
Includes
amortization of capitalized financing costs of approximately $1.1
million
and $0.9 million for the three month periods and $1.8 million and
$1.6
million for the six month periods ending March 31, 2007 and April
1, 2006,
respectively.
|
Percentage
of Net Sales
|
|||||||||||||
Three
Months Ended
|
Six
Months Ended
|
||||||||||||
March
31, 2007
|
April
1, 2006
|
March
31, 2007
|
April
1, 2006
|
||||||||||
Net
Sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||
Costs
and Expenses
|
|||||||||||||
Cost
of sales
|
95.8
|
%
|
97.1
|
%
|
95.5
|
%
|
94.0
|
%
|
|||||
Gross
profit
|
4.2
|
%
|
2.9
|
%
|
4.5
|
%
|
6.0
|
%
|
|||||
Selling,
general and administrative
|
4.8
|
%
|
5.9
|
%
|
4.9
|
%
|
5.6
|
%
|
|||||
Operating
Income (Loss)
|
(0.6
|
)%
|
(3.0
|
)%
|
(0.4
|
)%
|
0.3
|
%
|
|||||
Interest
expense
|
2.0
|
%
|
1.0
|
%
|
1.6
|
%
|
1.0
|
%
|
|||||
Interest
income
|
(0.1
|
)%
|
(0.3
|
)%
|
(0.1
|
)%
|
(0.3
|
)%
|
|||||
Income
(loss) before income taxes
|
(3.0
|
)%
|
(3.7
|
)%
|
(2.2
|
)%
|
(0.4
|
)%
|
|||||
Net
income (loss)
|
(2.0
|
)%
|
(2.5
|
)%
|
(1.5
|
)%
|
(0.2
|
)%
|
Fiscal
Quarter Ended
|
Change
from
Fiscal
Quarter Ended
|
||||||||||||
March
31,
|
April
1,
|
Percentage
|
|||||||||||
Source
|
2007
|
2006
|
Change
|
||||||||||
Chicken-
|
|||||||||||||
United
States
|
$
|
1,683.5
|
$
|
698.3
|
70.9
|
%
|
(a
|
)
|
|||||
Mexico
|
111.0
|
7.0
|
6.7
|
%
|
(b
|
)
|
|||||||
$
|
1,794.5
|
$
|
705.3
|
64.7
|
%
|
||||||||
Turkey
|
$
|
12.3
|
$
|
(4.8
|
)
|
(28.4
|
)%
|
(c
|
)
|
||||
Other
Products-
|
|||||||||||||
United
States
|
$
|
183.2
|
$
|
29.1
|
18.9
|
%
|
|||||||
Mexico
|
4.0
|
(1.3
|
)
|
(24.0
|
)%
|
||||||||
$
|
187.2
|
$
|
27.8
|
17.5
|
%
|
(d
|
)
|
||||||
$
|
1,994.0
|
$
|
728.3
|
57.5
|
%
|
(a)
|
U.S.
chicken sales for the quarter increased compared to the same quarter
last
fiscal year due primarily to the acquisition of Gold Kist Inc.,
whose
results are included for the full quarter, offset in part by a
reduction
in sales resulting from our previously announced 5% year-over-year
production cuts . Also, sales rose due to a 10.9% increase in net
revenue
per pound sold.
|
(b)
|
Mexico
chicken sales increased compared to the second quarter of last
fiscal year
because of a 5.0% increase in revenue per pound sold and a 1.7%
increase
in pounds sold.
|
(c)
|
Turkey
sales declined due to our decision in the first quarter of fiscal
2006 to
cease production of certain products at our Franconia, Pennsylvania
turkey
cooking operation although the plant continued to process into
March
2006.
|
(d)
|
Other
product sales increased due to the addition of the distribution
centers
added through the Gold Kist acquisition offset somewhat by reduced
sales
in Mexico.
|
Quarter
|
Change
From
|
Percentage
of
|
Percentage
|
||||||||||||||||
Ended
|
Quarter
Ended
|
Net
Sales
|
of
Net Sales
|
||||||||||||||||
March
31,
|
April
1,
|
Percentage
|
Second
Quarter
|
Second
Quarter
|
|||||||||||||||
Components
|
2007
|
2006
|
Change
|
Fiscal
2007
|
Fiscal
2006
|
||||||||||||||
Net
sales
|
$
|
1,994.0
|
$
|
728.3
|
57.5
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||||||
Cost
of sales
|
1,910.1
|
681.6
|
55.5
|
%
|
95.8
|
%
|
97.1
|
%
|
(a
|
)
|
|||||||||
Gross
profit
|
$
|
83.9
|
$
|
46.7
|
125.5
|
%
|
4.2
|
%
|
2.9
|
%
|
(b
|
)
|
|||||||
(a)
|
Cost
of sales increased compared to the same quarter last fiscal year
due to
the acquisition of Gold Kist and a 38.2% increase in the cost of
feed.
These increases were offset by a $7.7 million decrease in the cost
of
sales in the turkey division due to 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 second quarter
of
fiscal 2006 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.
|
(b)
|
Gross
profit increased $46.7 million due to increased selling prices and
the acquisition of Gold Kist offset somewhat by increased cost of
feed.
|
Change
from
|
||||||||||
Quarter
Ended
|
Quarter
Ended
|
|||||||||
March
31,
|
April
1,
|
Percentage
|
||||||||
Source
|
2007
|
2006
|
Change
|
|||||||
Chicken
|
||||||||||
United
States
|
$
|
(4.2
|
)
|
$
|
33.5
|
89.0
|
%
|
|||
Mexico
|
(12.6
|
)
|
(14.4
|
)
|
(783.6
|
)%
|
||||
$
|
(16.8
|
)
|
$
|
19.1
|
53.2
|
%
|
||||
Turkey
|
$
|
0.3
|
$
|
7.0
|
103.9
|
%
|
||||
Other
Products
|
||||||||||
United
States
|
$
|
4.3
|
$
|
(0.1
|
)
|
(1.0
|
)%
|
|||
Mexico
|
0.5
|
0.2
|
53.8
|
%
|
||||||
$
|
4.8
|
$
|
0.1
|
3.0
|
%
|
|||||
Operating
Income (Loss)
|
$
|
(11.7
|
)
|
$
|
26.2
|
69.2
|
%
|
Change
from
|
Percentage
|
Percentage
|
|||||||||||||||||
Quarter
Ended
|
Quarter
Ended
|
of
Net Sales
|
of
Net Sales
|
||||||||||||||||
March
31,
|
April
1,
|
Percentage
|
Second
Quarter
|
Second
Quarter
|
|||||||||||||||
Components
|
2007
|
2006
|
Change
|
Fiscal
2007
|
Fiscal
2006
|
||||||||||||||
Gross
profit
|
$
|
83.9
|
$
|
46.7
|
125.5
|
%
|
4.2
|
%
|
2.9
|
%
|
|||||||||
Selling,
general and administrative expense
|
95.6
|
20.5
|
27.3
|
%
|
4.8
|
%
|
5.9
|
%
|
(a
|
)
|
|||||||||
Operating
income (loss)
|
$
|
(11.7
|
)
|
$
|
26.2
|
69.2
|
%
|
(0.6
|
)%
|
(3.0
|
)%
|
(b
|
)
|
(a)
|
Selling,
general and administrative expense increased due to the Gold Kist
acquisition.
|
(b)
|
Increased
operating income is primarily due to the items discussed above
under gross
profit offset by increased selling, general and administrative
expense.
|
First
Six Months Ended
|
Change
from
First
Six Months Ended
|
||||||||||||
March
31,
|
April
1,
|
Percentage
|
|||||||||||
Source
|
2007
|
2006
|
Change
|
||||||||||
Chicken-
|
|||||||||||||
United
States
|
$
|
2,714.4
|
$
|
695.0
|
34.4
|
%
|
(a
|
)
|
|||||
Mexico
|
234.0
|
37.6
|
19.1
|
%
|
(b
|
)
|
|||||||
$
|
2,948.4
|
$
|
732.6
|
33.1
|
%
|
||||||||
Turkey
|
$
|
64.1
|
$
|
(14.9
|
)
|
(18.9
|
)%
|
(c
|
)
|
||||
Other
Products-
|
|||||||||||||
United
States
|
$
|
312.1
|
$
|
4.5
|
1.5
|
%
|
|||||||
Mexico
|
6.5
|
(0.6
|
)
|
(8.5
|
)%
|
||||||||
$
|
318.6
|
$
|
3.9
|
1.2
|
%
|
||||||||
$
|
3,331.1
|
$
|
721.6
|
27.7
|
%
|
(a)
|
U.S.
chicken sales for the first six months of fiscal 2007 were 27.7%
more than
the first six months of fiscal 2006 primarily because of the Gold
Kist
acquisition, offset in part by a reduction in sales resulting from
our
previously announced 5% year-over-year production cuts which became
fully
effective in January 2007.
|
(b)
|
Mexico
chicken sales increased due to a 15.1% increase in net revenue
per pound
sold during the first six months of fiscal 2007 versus the first
six
months of fiscal 2006 and a 3.5% increase in pounds
sold.
|
(c)
|
Turkey
sales declined because of the March 2006 discontinuation of certain
products discussed above.
|
Change
From
|
Percentage
of
|
Percentage
of
|
|||||||||||||||||
First
Six
|
First
Six
|
Net
Sales
|
Net
Sales
|
||||||||||||||||
Months
Ended
|
Months
Ended
|
First
Six
|
First
Six
|
||||||||||||||||
March
31,
|
April
1,
|
Percentage
|
Months
|
Months
|
|||||||||||||||
Components
|
2007
|
2006
|
Change
|
Fiscal
2007
|
Fiscal
2006
|
||||||||||||||
Net
sales
|
$
|
3,331.1
|
$
|
721.6
|
27.7
|
%
|
100.0
|
%
|
100.0
|
%
|
|||||||||
Cost
of sales
|
3,181.6
|
727.7
|
29.7
|
%
|
95.5
|
%
|
94.0
|
%
|
(a
|
)
|
|||||||||
Gross
profit
|
$
|
149.5
|
$
|
(6.1
|
)
|
(3.9
|
)%
|
4.5
|
%
|
6.0
|
%
|
(b
|
)
|
||||||
(a)
|
Cost
of sales increased primarily due to the Gold Kist acquisition.
Cost of
sales also, increased due to a 34.3% increase in feed cost per
pound.
These increases were offset by a $24.1 million decrease in the
cost of
sales in the turkey division due to 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 carrying value
of certain
packaging and supplies associated with those products and $0.2
million for
severance costs.
|
(b)
|
Gross
profit decreased primarily due to feed costs increasing faster
than
selling prices.
|
Change
from
|
||||||||||
First
Six
|
First
Six
|
|||||||||
Months
Ended
|
Months
Ended
|
|||||||||
March
31,
|
April
1,
|
Percentage
|
||||||||
Source
|
2007
|
2006
|
Change
|
|||||||
Chicken
|
||||||||||
United
States
|
$
|
(15.6
|
)
|
$
|
(31.7
|
)
|
(196.6
|
)%
|
||
Mexico
|
(11.3
|
)
|
(6.1
|
)
|
(115.8
|
)%
|
||||
$
|
(26.9
|
)
|
$
|
(37.8
|
)
|
(346.1
|
)%
|
|||
Turkey
|
$
|
2.8
|
$
|
15.2
|
122.4
|
%
|
||||
Other
Products
|
||||||||||
United
States
|
$
|
8.4
|
$
|
(0.6
|
)
|
(5.5
|
)%
|
|||
Mexico
|
1.1
|
0.3
|
36.6
|
%
|
||||||
$
|
9.5
|
$
|
(0.3
|
)
|
(2.1
|
)%
|
||||
Operating
Income
|
$
|
(14.6
|
)
|
$
|
(22.9
|
)
|
(276.8
|
)%
|
Change
from
|
Percentage
|
Percentage
|
|||||||||||||||||
First
Six
|
First
Six
|
of
Net Sales
|
of
Net Sales
|
||||||||||||||||
Months
Ended
|
Months
Ended
|
First
Six
|
First
Six
|
||||||||||||||||
March
31,
|
April
1,
|
Percentage
|
Months
|
Months
|
|||||||||||||||
Components
|
2007
|
2006
|
Change
|
Fiscal
2007
|
Fiscal
2006
|
||||||||||||||
Gross
profit
|
$
|
149.5
|
$
|
(6.1
|
)
|
(3.9
|
)%
|
4.5
|
%
|
6.0
|
%
|
||||||||
Selling,
general and administrative expense
|
164.1
|
16.8
|
11.4
|
%
|
4.9
|
%
|
5.6
|
%
|
(a
|
)
|
|||||||||
Operating
income
|
$
|
(14.6
|
)
|
$
|
(22.9
|
)
|
(276.8
|
)%
|
(0.4
|
)%
|
0.3
|
%
|
(b
|
)
|
(a)
|
Selling,
general and administrative expense decreased as a percentage of
net sales
due primarily to added revenue from the Gold Kist acquisition.
However,
overall selling, general and administrative expense increased $16.8
million, primarily due to the Gold Kist acquisition.
|
(b)
|
Decreased
operating income is primarily due to the items discussed above
under gross
profit and the increase in selling, general and administrative
expense.
|
Facility
|
Amount
|
|||||||||
Source
of Liquidity
|
Amount
|
Outstanding
|
Available
|
|||||||
(in
millions)
|
||||||||||
Cash
and cash equivalents
|
$
|
--
|
$
|
--
|
$
|
69.2
|
||||
Investments
in available for sale securities - short-term
|
--
|
--
|
24.0
|
|||||||
Debt
Facilities:
|
||||||||||
Revolving
credit facilities
|
300.0
|
--
|
211.6
|
|||||||
Revolving/term
facility
|
550.0
|
25.0
|
525.0
|
|||||||
Receivables
purchase agreement
|
125.0
|
--
|
125.0
|
|||||||
Total
available
|
$
|
954.8
|
· |
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 previously 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 substantial
leverage;
|
· |
Restrictions
imposed by, and as a result of, our substantial
leverage;
|
· |
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;
|
· |
Inability
to consummate, or effectively integrate, any acquisition, including
integrating our recent acquisition of Gold Kist, or realize the associated
cost savings and operating synergies;
|
· |
Currency
exchange rate fluctuations, trade barriers, exchange controls,
expropriation and other risks associated with foreign
operations;
|
· |
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 and
subsequent reports filed with the Securities and Exchange
Commission.
|
NOMINEE
|
FOR
|
WITHHELD
|
||
Lonnie
“Bo” Pilgrim
|
479,102,920
|
10,751,052
|
||
Clifford
E. Butler
|
481,666,061
|
8,187,911
|
||
O.B.
Goolsby
|
481,752,603
|
8,101,369
|
||
Richard
A. Cogdill
|
481,399,577
|
8,454,395
|
||
Lonnie
Ken Pilgrim
|
479,338,823
|
10,515,149
|
||
Charles
L. Black
|
488,865,708
|
988,264
|
||
Linda
Chavez
|
489,603,159
|
250,813
|
||
S.
Key Coker
|
489,604,447
|
249,525
|
||
Keith
W. Hughes
|
489,619,977
|
233,995
|
||
Blake
D. Lovette
|
489,602,970
|
251,002
|
||
Vance
C. Miller, Sr.
|
488,865,928
|
988,044
|
||
James
G. Vetter, Jr.
|
485,357,409
|
4,496,563
|
||
Donald
L. Wass, Ph.D.
|
488,865,522
|
988,450
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER
NON VOTES
|
|||
489,066,410
|
772,249
|
15,313
|
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
|
Fourth
Amended and Restated Secured Credit Agreement, dated as of February
8,
2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,
Ltd., Back of Montreal, as agent, SunTrust Bank as syndication
agent, U.S.
Bank National Association and Wells Fargo Bank, National Association
as
Co-Documentation Agents, BMO Capital Market as lead arranger, and
the
other lenders signatory thereto (incorporated by reference from
Exhibit
10.01 of the Company’s Current Report on Form 8-K dated February 12,
2007).
|
|
10.2
|
Third
Amendment to Credit Agreement, dated as of February 7, 2007, by
and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation
and
collateral agent, Agriland, FCS, as co-syndication agent, and as
a
syndication party, and the other syndication parties signatory
thereto
(incorporated by reference from Exhibit 10.02 of the Company’s Current
Report on Form 8-K dated February 12, 2007).
|
|
10.3
|
First
Amendment to Credit Agreement, dated as of March 15, 2007, by and
among
the Borrower, the Company, the Subsidiary Guarantors, ING Capital
LLC, and
the Lenders (incorporated by reference from Exhibit 10.01 of the
Company’s
Current Report on Form 8-K dated March 20, 2007).
|
|
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
1, 2007
|
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
|
Fourth
Amended and Restated Secured Credit Agreement, dated as of February
8,
2007, by and among the Company, To-Ricos, Ltd., To-Ricos Distribution,
Ltd., Back of Montreal, as agent, SunTrust Bank as syndication
agent, U.S.
Bank National Association and Wells Fargo Bank, National Association
as
Co-Documentation Agents, BMO Capital Market as lead arranger, and
the
other lenders signatory thereto (incorporated by reference from
Exhibit
10.01 of the Company’s Current Report on Form 8-K dated February 12,
2007).
|
|
10.2
|
Third
Amendment to Credit Agreement, dated as of February 7, 2007, by
and among
the Company as borrower, CoBank, ACB, as lead arranger and co-syndication
agent, and the sole book runner, and as administrative, documentation
and
collateral agent, Agriland, FCS, as co-syndication agent, and as
a
syndication party, and the other syndication parties signatory
thereto
(incorporated by reference from Exhibit 10.02 of the Company’s Current
Report on Form 8-K dated February 12, 2007).
|
|
10.3
|
First
Amendment to Credit Agreement, dated as of March 15, 2007, by and
among
the Borrower, the Company, the Subsidiary Guarantors, ING Capital
LLC, and
the Lenders (incorporated by reference from Exhibit 10.01 of the
Company’s
Current Report on Form 8-K dated March 20, 2007).
|
|
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
|
|||||||
March
31, 2007
|
April
1, 2006
|
||||||
(in
thousands)
|
|||||||
EARNINGS
(Loss):
|
|||||||
Loss
before income taxes
|
$
|
(74,616
|
)
|
$
|
(10,461
|
)
|
|
Add:
Total fixed charges
|
62,578
|
34,093
|
|||||
Less:
Interest Capitalized
|
2,500
|
2,159
|
|||||
Total
Earnings (Loss)
|
$
|
(14,538
|
)
|
$
|
21,473
|
||
FIXED
CHARGES:
|
|||||||
Interest
expense
|
$
|
55,709
|
$
|
27,825
|
|||
Portion
of rental expense representative of the interest factor
|
6,869
|
6,268
|
|||||
Total
fixed charges
|
$
|
62,578
|
$
|
34,093
|
|||
Ratio
of earnings to fixed charges
|
(1
|
)
|
(1
|
)
|
(1)
|
Earnings
were insufficient to cover fixed charges by $77,116 for the six months
ended March 31, 2007 and $12,620 for the six months ended April 1,
2006.
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the fiscal quarter
ended March 31, 2007, 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 1, 2007
|
/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 March 31, 2007, 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
1, 2007
|
/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 March 31, 2007, 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
1, 2007
|
/s/
Richard A. Cogdill
|
Richard
A. Cogdill
|
|
Chief
Financial Officer
|
/s/
Lonnie “Bo” Pilgrim
|
|
|
Lonnie
“Bo” Pilgrim
|
|
Co-Principal
Executive Officer
|
|
|
/s/
O.B. Goolsby, Jr.
|
|
|
O.B.
Goosby, Jr.
|
|
Co-Principal
Executive Officer
|
|
|
Date:
May 1, 2007
|
/s/
Richard A. Cogdill
|
Richard
A. Cogdill
|
|
Chief
Financial Officer
|
|