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PILGRIMS PRIDE CORP - Quarter Report: 2006 April (Form 10-Q)

Pilgrim's Pride Corporation 10Q 2nd Qtr FY 2006
 UNITED STATES 
 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2006

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File number 1-9273


PILGRIM’S PRIDE CORPORATION
(Exact name of registrant as specified in its charter)

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

Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
 


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Number of shares outstanding of the issuer’s common stock, as of May 1, 2006, was 66,555,733.
 
1


 
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.
 


2



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.

3



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.


4



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.

5

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE A—BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of Pilgrim’s Pride Corporation (referred to herein as “Pilgrim’s,” “the Company,” “we,” “us,” “our” or similar terms) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal and recurring adjustments unless otherwise disclosed) considered necessary for a fair presentation have been included. Operating results for the period ended April 1, 2006 are not necessarily indicative of the results that may be expected for the year ending September 30, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in Pilgrim’s Annual Report on Form 10-K for the fiscal year ended October 1, 2005.

The consolidated financial statements include the accounts of Pilgrim’s and its wholly and majority owned subsidiaries. Significant intercompany accounts and transactions have been eliminated.

The assets and liabilities of the foreign subsidiaries are translated at end-of-period exchange rates, except for any non-monetary assets, which are translated at equivalent dollar costs at dates of acquisition using historical rates. Operations of foreign subsidiaries are translated at average exchange rates in effect during the period.

Total comprehensive income (loss) was $(31.7) million and $56.7 million for the three months and $(6.1) million and $105.2 million for the six months ended April 1, 2006 and April 2, 2005, respectively.

On November 30, 2005, the Company declared a special dividend of $1.00 per share totaling $66.6 million with a record date of December 30, 2005, which was paid on January 13, 2006.
6


NOTE B—INVENTORIES

 
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

NOTE C—NOTES PAYABLE AND LONG-TERM DEBT

In the first six months of fiscal 2006 the Company retired $32.4 million of debt ($5.0 million representing scheduled payments) including the purchase of $17.4 million of its 9 1/4% senior subordinated unsecured notes and $2.5 million of its 9 5/8% senior unsecured notes, which were recorded as treasury bonds, recording an immaterial loss on the retirement.

NOTE D—INCOME TAXES

As of December 31, 2005, certain Mexican subsidiaries of the Company did not meet the Simplified Regime requirements of Mexico tax law. The Company’s Mexico subsidiaries file and pay income taxes based on the calendar year. These companies which paid tax at a reduced rate in previous years under the Simplified Regime will file and pay income taxes for the calendar year ending December 31, 2005, under the General Regime of the Mexico tax law at the full statutory rate. The Company has evaluated the effect of certain Mexico subsidiaries no longer qualifying for the Simplified Regime on its effective tax rate being applied to current operations and deferred taxes and recorded the impact of this change during the first quarter ended December 31, 2005. This amount was not material.

NOTE E—RELATED PARTY TRANSACTIONS

Lonnie “Bo” Pilgrim, the Chairman and, through certain related entities, the major stockholder of the Company (collectively, the “major stockholder”), owns an egg laying and a chicken growing operation. In addition, at certain times during the year, the major stockholder has purchased from the Company live chickens and hens and certain feed inventories during the grow-out process and then contracted with the Company to resell the birds at maturity using a market-based formula, with price subject to a ceiling price calculated at his cost plus two percent.
7


Purchases made by the Company under this agreement resulted in an operating margin to the major stockholder of $477,609 during the quarter ended April 2, 2005, and $4,539 and $1,003,337 during the six months ended April 1, 2006 and April 2, 2005, respectively, on gross amounts paid by the Company to the major stockholder as described below in “Live chicken purchases and other payments to major stockholder.”

Transactions with related parties are summarized as follows:

 
 
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

NOTE F—COMMITMENTS and CONTINGENCIES

At April 1, 2006, the Company had $32.0 million in letters of credit outstanding relating to normal business transactions.

In October 2002, a limited number of USDA environmental samples from our Franconia, Pennsylvania plant tested positive for Listeria. As a result, we voluntarily recalled all cooked deli products produced at the plant from May 1, 2002 through October 11, 2002. No illnesses associated with the Listeria strain in a Northeastern outbreak have been linked to any of our products and none of our products have tested positive for the outbreak strain. However, in connection with this recall, we have been named as a defendant in a number of lawsuits brought by individuals generally alleging injuries resulting from contracting Listeria monocytogenes. We believe that we have meritorious defenses to these claims and intend to assert vigorous defenses to the litigation. After considering our available insurance coverage, we do not expect these cases to have a material impact on our financial position, operations or liquidity.

We are subject to various other legal proceedings and claims which arise in the ordinary course of our business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect the financial position or results of operations of the Company.

NOTE G—BUSINESS SEGMENTS

We operate in three reportable business segments as (1) a producer and seller of chicken products, (2) a producer and seller of turkey products and (3) other products. In previous years, our presented segments included chicken and other and turkey. After fully integrating the former ConAgra chicken division into our operations during fiscal 2004 and early fiscal 2005, we changed our segment presentation to separate our non-chicken and non-turkey operations into a separate category consistent with management’s evaluation of operating results and decisions with respect to the allocation of resources. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 1, 2005.

The following table presents certain information regarding our segments:
8


 
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.
   
 
9

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Description of the Company

The Company is the second largest chicken producer in the United States and Mexico, the largest in Puerto Rico and has one of the best known brand names in the poultry industry. In the U.S., we produce both prepared and fresh chicken and turkey while in Mexico and Puerto Rico, we exclusively produce fresh chicken. Through vertical integration we control the breeding, hatching and growing of chickens. We operate in three business segments and two geographical areas.

Executive Summary
 
Overview. Focus and concern abroad over avian influenza has significantly reduced international demand for chicken products, leading to higher inventory levels and contributing to lower overall market pricing. At the same time, industry production levels have continued to increase, creating an oversupply situation and further weakening prices. During the second quarter of fiscal 2006, the market pricing we received for both chicken breast meat and leg quarters declined approximately 30.0% from the same period in the prior year. Additionally, during the second quarter of fiscal 2006 our U.S. chicken sales volumes declined approximately 4.0% because of lower demand versus the same period in the prior year due primarily to the effects of avian influenza concerns in the international markets. This change in pricing and demand adversely affected our results for the second quarter of fiscal 2006.  Additionally, some U.S. customers renegotiated our contracts with them to reflect the current pricing environment for chicken. 
 
In response to this challenging operating environment, we are executing a multi-point plan designed to improve our competitive position:
 
 
·
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.
 
10

We intend to continue to monitor market conditions for purposes of determining when we believe further changes in our business are prudent.
 
Results. Net income for the second quarter of fiscal 2006 is down $88.3 million, or 156.7%, from the second quarter of fiscal 2005, resulting in a net loss of $32.0 million for the quarter ended April 1, 2006. This decrease is primarily due to:

·  
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.

Net income for the first six months of fiscal 2006 is down $111.2 million, or 106.0%, from the first six months of fiscal 2005, resulting in a net loss of $6.3 million for the six months ended April 1, 2006. This decrease is primarily due to:

·  
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.
 
Business Environment

Profitability in the poultry industry is materially affected by the commodity prices of feed ingredients, chicken and turkey, which are determined by supply and demand factors. As a result, the chicken and turkey industries are subject to cyclical earnings fluctuations. Cyclical earnings fluctuations can be mitigated somewhat by:

- Business strategy;
- Product mix;
- Sales and marketing plans; and
- Operating efficiencies.

In an effort to reduce price volatility and to generate higher, more consistent profit margins, we have concentrated on the production and marketing of prepared foods products. Prepared foods products generally have higher profit margins than our other products. Also, the production and sale in the U.S. of prepared foods products reduces the impact of the costs of feed ingredients on our profitability. Feed ingredient purchases are the single largest component of our cost of sales, representing approximately 27.0% of our consolidated cost of sales in the first six months of fiscal 2006. The production of feed ingredients is positively or negatively affected primarily by weather patterns throughout the world, the global level of supply inventories and demand for feed ingredients, and the agricultural policies of the U.S. and foreign governments. As further processing is performed, feed ingredient costs become a decreasing percentage of a product’s total production cost, thereby reducing their impact on our profitability. Products sold in this form enable us to charge a premium, reduce the impact of feed ingredient costs on our profitability and improve and stabilize our profit margins.
11

 

As a significant portion of the U.S. poultry production is exported, the commodity prices of chicken and turkey can be, and in recent periods have been, adversely affected by disruptions in chicken export markets. As described above, recent disruptions include the effects focus and concern over avian influenza has had on international demand for chicken products and effects the resulting oversupply has had on U.S. chicken prices. Disruptions are also often caused by restrictions on imports of U.S.-produced poultry products imposed by foreign governments for a variety of reasons, including the protection of their domestic poultry producers and allegations of consumer health issues, including with respect to avian influenza. For example, on April 27, 2006, Russia’s agriculture ministry, citing cases where products were offloaded without import permission, the discovery of fake products and other factors, announced that it had temporarily cancelled all poultry import permits, although it stated further that permits would be reissued within two weeks. As Russia represents approximately 30% of exports from the U.S. chicken industry, this cancellation of poultry import permits may put further pressure on pricing. Also, in July 2003, the U.S. and Mexico entered into a safeguard agreement with regard to imports into Mexico of chicken leg quarters from the U.S. Under this agreement, a tariff rate for chicken leg quarters of 98.8% of the sales price was established. This tariff rate was reduced on January 1, 2006 to 39.5% and is scheduled to be reduced in each of the following two years in equal increments so that the final tariff rate at January 1, 2008 will be zero. The tariff was imposed due to concerns that the duty-free importation of such products as provided by the North American Free Trade Agreement would injure Mexico’s chicken industry. As such tariffs are reduced, we expect greater amounts of chicken to be imported into Mexico from the U.S., which could negatively affect the profitability of Mexican chicken producers and positively affect the profitability of U.S. exporters of chicken to Mexico. Although this could have a negative impact on our Mexican chicken operations, we believe that this will be mitigated by the close proximity of our U.S. operations to the Mexico border. We have some of the largest U.S. production and distribution capacities near the Mexican border, which gives us a strategic advantage to capitalize on exports of U.S. chicken to Mexico. No assurances can be given as to when the existing disruptions will be alleviated or that new ones will not arise.

Business Segments

We operate in three reportable business segments as (1) a producer and seller of chicken products, (2) a producer and seller of turkey products and (3) other products. In previous years, our presented segments included chicken and other and turkey. After fully integrating the former ConAgra chicken division into our operations during fiscal 2004 and early fiscal 2005, we changed our segment presentation to separate our non-chicken and non-turkey operations into a separate category consistent with management’s evaluation of operating results and decisions with respect to the allocation of resources. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for the fiscal year ended October 1, 2005.

The following table presents certain information regarding our segments:

12

 
 
 
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.

13

 
The following table presents certain items as a percentage of net sales for the periods indicated:

 
 
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
%

Results of Operations

Fiscal Second Quarter 2006 Compared to Fiscal Second Quarter 2005

Net Sales. Net Sales for the second quarter of fiscal 2006 decreased $109.6 million, or 8.0%, over the second quarter of fiscal 2005. The following table provides additional information regarding net sales (in millions):

   
 
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.
 
14

 
 
Gross Profit. Gross profit decreased $126.8 million, or 77.3%, in the second quarter of fiscal 2006 compared to the second quarter of fiscal 2005.

The following table provides gross profit information (in millions):

   
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.
 
15


Operating Income (Loss). Operating income for the second quarter of fiscal 2006 decreased $126.8 million, or 142.6%, when compared to the second quarter of fiscal 2005.

The following tables provide operating income (loss) information (millions):

 
         
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.

Interest Expense. Interest expense increased 9.9% to $13.3 million in the second quarter of fiscal 2006, when compared to $12.1 million for the second quarter of fiscal 2005, due primarily to short-term borrowings during the current quarter and increased short-term rates which impact certain of our debt. As a percentage of sales, interest expense in the second quarter of fiscal 2006 increased to 1.0% from 0.9% in the second quarter of fiscal 2005.

Interest Income. Interest income increased from $2.7 million in the second quarter of fiscal 2005 to $3.2 million in the second quarter of fiscal 2006 due to investments purchased with excess cash flow from fiscal 2005 operations. As a percentage of sales, interest income in the second quarter of fiscal 2006 increased to 0.3% from 0.2% in the second quarter of fiscal 2005.
16


Miscellaneous, Net. Consolidated miscellaneous, net expense (income), which decreased $10.0 million to $(0.7) million, for the first quarter of fiscal 2006 consisted mainly of non-recurring recoveries. Miscellaneous, net of $(10.7) for the second quarter of fiscal 2005 consisted primarily of a non-recurring gain of $11.7 million associated with a litigation settlement.

Income Tax (Benefit) Expense. Consolidated income tax benefit in the second quarter of fiscal 2006 was $(15.1) million, compared to an income tax expense of $34.2 million in the second quarter of fiscal 2005. This income tax benefit was primarily due to the loss before income taxes in the U.S.

First Six Months of Fiscal 2006 Compared to First Six Months of Fiscal 2005

Net Sales. Net Sales for the first six months of fiscal 2006 decreased $134.1 million, or 4.9%, versus the first six months of fiscal 2005. The following table provides additional information regarding net sales (in millions):

 
 
   
 
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.
 
17


Gross Profit. Gross profit decreased $169.6 million, or 52.2%, in the first six months of fiscal 2006 compared to the first six months of fiscal 2005.

The following table provides gross profit information (in millions):

       
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.
 
18


Operating Income. Operating income for the first six months of fiscal 2006 decreased $171.7 million, or 95.4%, when compared to the first six months of fiscal 2005.

The following tables provide operating income information (millions):

       
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.

Interest Expense. Interest expense increased 2.0% to $25.7 million in the first six months of fiscal 2006, when compared to $25.2 million for the first six months of fiscal 2005, due primarily to short-term borrowings. As a percentage of sales, interest expense in the first six months of fiscal 2006 increased to 1.0% from 0.9% in the first six months of fiscal 2005.
 
19

 
Interest Income. Interest income increased from $3.7 million in the first six months of fiscal 2005 to $7.2 million in the first six months of fiscal 2006 due to investments purchased with excess cash flow from fiscal 2005 operations. As a percentage of sales, interest income in the first six months of fiscal 2006 increased to 0.3% from 0.1% in the first six months of fiscal 2005.

Miscellaneous, Net. Consolidated miscellaneous, net expense (income) for the first six months of fiscal 2006 was negligible. Miscellaneous, net of $(11.7) for the first six months of fiscal 2005 consisted primarily of a non-recurring gain of $11.7 million associated with a litigation settlement.

Income Tax (Benefit) Expense. Consolidated income tax benefit in the first six months of fiscal 2006 was $(4.2) million, compared to an income tax expense of $65.6 million in the first six months of fiscal 2005. This decrease in consolidated income tax expense was primarily due to a loss before income taxes in the U.S.

Liquidity and Capital Resources

The following table presents our available sources of liquidity as of April 1, 2006. See our Annual Report on Form 10-K for the fiscal year ended October 1, 2005 for a detailed description of each facility discussed below.

   
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
 

At April 1, 2006, our working capital decreased $2.4 million to $402.2 million and our current ratio increased to 1.69 to 1, compared with working capital of $404.6 million and a current ratio of 1.68 to 1 at October 1, 2005, primarily due to the working capital changes discussed below.

Trade accounts and other receivables were $232.4 million at April 1, 2006, compared to $288.5 million at October 1, 2005, a decrease of $56.1 million or 19.5%. This decrease is due to decreased revenue in fiscal 2006 versus prior year.

Income taxes receivable of $14.8 million relates to the year to date loss before income taxes. This compares to an income tax payable of $16.2 million at October 1, 2005.
 
20

 

Inventories were $608.7 million at April 1, 2006, compared to $527.3 million at October 1, 2005. The $81.4 million, or 15.4%, increase in inventories was primarily due to export disruptions relating to concern over avian influenza outside of North America causing export inventories to build and also causing an increase in white meat due to pressures on that market created by liquidation of dark meat on domestic markets at unusually low prices.

Accounts payable and accrued expenses increased $5.5 million, or 0.9%, to $575.5 million at April 1, 2006, compared to $570.0 million at October 1, 2005 due primarily to normal fluctuations with respect to the timing of payments.

Capital expenditures of $74.5 million and $52.2 million for the six months ended April 1, 2006 and April 2, 2005, respectively, were primarily incurred to improve efficiencies, expand capacity, reduce costs and for the routine replacement of equipment. We have reduced our expectation of capital spending by $25-$40 million and now anticipate spending of approximately $140.0 million to $175.0 million in fiscal 2006, down from our first quarter fiscal 2006 estimate of $180.0 million to $200.0 million, to improve efficiencies, expand capacities and for the routine replacement of equipment. We expect to finance such expenditures with current cash, available operating cash flows and existing revolving/term and revolving credit facilities.

Cash flows provided by operating activities were $2.0 million and $172.8 million for the six months ended April 1, 2006 and April 2, 2005, respectively. The decrease in cash flows provided by operating activities for the first six months of fiscal 2006, when compared to the first six months of fiscal 2005, was due primarily to decreased profitability.

Cash flows used for financing activities were $101.9 million and $14.4 million for the six months ended April 1, 2006 and April 2, 2005, respectively. This increased use of cash was due to the special dividend of $1.00 per share, or $66.6 million, paid in January 2006 and the purchase and early retirement of certain of the Company’s long term debt as described in Note C to the Consolidated Financial Statements.

We are a party to many routine contracts in which we provide general indemnities in the normal course of business to third parties for various risks. We have not recorded a liability for any of these indemnities, as the likelihood of payment in each case is considered remote.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Feed Ingredients

We purchase certain commodities, primarily corn and soybean meal. As a result, our earnings are affected by changes in the price and availability of such feed ingredients. We periodically elect, in some instances, to lock-in future feed ingredient prices using various hedging techniques, including forward purchase agreements with suppliers and futures contracts. We do not use such financial instruments for trading purposes and are not a party to any leveraged derivatives. Market risk is estimated as a hypothetical 10.0% increase in the weighted-average cost of our primary feed ingredients as of April 1, 2006. Based on our feed consumption during the six months ended April 1, 2006, such an increase would have resulted in an increase to cost of sales of approximately $65.7 million, excluding the impact of any hedging in that period.
21

 

Foreign Currency

Our earnings are affected by foreign exchange rate fluctuations related to the Mexico peso net monetary position of our Mexico subsidiaries. We manage this exposure primarily by attempting to minimize our Mexico peso net monetary position, but from time to time, we have considered executing hedges to help minimize this exposure. Such instruments, however, have historically not been economically feasible. We are also exposed to the effect of potential exchange rate fluctuations to the extent that amounts are repatriated from Mexico to the United States. However, we currently anticipate that the cash flows of our Mexico subsidiaries will continue to be reinvested in our Mexico operations. In addition, the Mexico peso exchange rate can directly and indirectly impact our results of operations and financial position in several ways, including potential economic recession in Mexico resulting from a devalued peso. The impact on our financial position and results of operations resulting from a hypothetical change in the exchange rate between the U.S. dollar and the Mexico peso cannot be reasonably estimated. Foreign currency exchange gains and losses, representing the change in the U.S. dollar value of the net monetary assets of our Mexico subsidiaries denominated in Mexico pesos, was a gain of $0.8 million in the first six months of fiscal 2006 compared to a gain of $0.3 million for the first six months of fiscal 2005. On April 1, 2006, the Mexico peso closed at 10.92 to 1 U.S. dollar, compared to 10.77 at October 1, 2005. No assurance can be given as to how future movements in the peso could affect our future earnings.

There have been no material changes from the information provided in Item 7A of our Annual Report on Form 10-K for the fiscal year ended October 1, 2005, other than as described above.

Forward Looking Statements

Statements of our intentions, plans, beliefs, expectations or predictions for the future, denoted by the words "anticipate," "believe," "estimate," "expect," "project," "imply," "intend," "foresee" and similar expressions, are forward-looking statements that reflect our current views about future events and are subject to risks, uncertainties and assumptions. Such risks, uncertainties and assumptions include the following:

·  
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.

Actual results could differ materially from those projected in these forward-looking statements as a result of these factors, among others, many of which are beyond our control.

In making these statements, we are not undertaking, and specifically decline to undertake, any obligation to address or update any forward-looking statement or any such factor in future filings or communications regarding our business or results, and we are not undertaking to address how any of these factors may have caused changes to information contained in previous filings or communications. Although we have attempted to list comprehensively these important cautionary risk factors, we must caution investors and others that other factors may in the future prove to be important and affecting our business or results of operations.
22

 

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company's management, including the Chairman, Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company's management, including the Chairman, Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC rules and forms.

In connection with the evaluation described above, the Company’s management, including the Chairman, Chief Executive Officer and Chief Financial Officer, identified no change in the Company's internal control over financial reporting that occurred during the Company’s fiscal quarter ended April 1, 2006, and that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
23


PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On July 1, 2002, three individuals, on behalf of themselves and a putative class of chicken growers, filed their original class action complaint against us in the United States District Court for the Eastern District of Texas, Texarkana Division, styled “Cody Wheeler, et al. vs. Pilgrim’s Pride Corporation.” The complaint alleges that we violated the Packers and Stockyards Act (7 U.S.C. Section 192) and breached fiduciary duties allegedly owed to the plaintiff growers. The plaintiffs also brought individual actions under the Packers and Stockyards Act alleging common law fraud, negligence, breach of fiduciary duties and breach of contract. On September 30, 2005, plaintiffs amended their lawsuit to join Tyson Foods, Inc. as a co-defendant. Two additional former chicken growers were also added as plaintiffs to the lawsuit. This amendment, which occurred 38 months after the lawsuit’s initial filing, contends that the Company and Tyson are involved in a conspiracy to violate federal antitrust laws. Plaintiffs’ initial allegations, although still contained in the amended lawsuit, are no longer the sole focus of the case. On January 3, 2006, the Court entered an Order severing Plaintiffs’ Packers and Stockyards Act and antitrust claims. The Court ordered that Plaintiffs Wheeler, Davis and Williams may proceed with their Packers and Stockyards Act claims as set forth in Plaintiffs’ Third Amended Complaint. The Court also ordered that Plaintiffs Wheeler, Davis, Williams, Grounds and Ward may proceed with their respective antitrust claims asserted against Pilgrim’s Pride and Tyson in a separate cause of action. The Company intends to defend vigorously both certification of each case as a class action and plaintiffs’ individual claims, if any, in each case. We do not expect this matter to have a material impact on our financial position, operations or liquidity.

In October 2002, a limited number of USDA environmental samples from our Franconia, Pennsylvania plant tested positive for Listeria. As a result, we voluntarily recalled all cooked deli products produced at the plant from May 1, 2002 through October 11, 2002. No illnesses have been linked to any of our recalled products, and none of such products have tested positive for the strain of Listeria associated with an outbreak in the Northeastern U.S. that occurred during the summer of 2002. However, following this recall, a number of demands and cases have been made and filed alleging injuries purportedly arising from the consumption of products produced at this facility. These include: “Lawese Drayton, Individually and as Personal Representative of the Estate of Raymond Drayton, deceased, Plaintiff, v. Pilgrim’s Pride Corporation, Jack Lambersky Poultry Company, Inc. d/b/a JL Foods Co, Inc., Defendants,” which was filed against us in the United States District Court for the Eastern District of Pennsylvania on April 15, 2003; “Laron Harvey, by his mother and natural guardian, Shakandra Hampton, and Shakandra Hampton in her own right v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company, Inc.,” which was filed in the Pennsylvania Court of Common Pleas on May 5, 2003, and has since been removed to the U.S. District Court of the Eastern District of Pennsylvania in Philadelphia; “Ryan and Dana Patterson v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company, et al” which was filed in the Superior Court of New Jersey, Law Division, Passaic County, on August 12, 2003; “Jamar Clarke, an infant under the age of fourteen (14) years, by his mother and natural guardian, Wanda Multrie Clarke, and Wanda Multrie Clarke, individually v. Pilgrim’s Pride Corporation d/b/a Wampler Foods, Inc., H. Schrier and Co., Inc., Board of Education of the City of New York and Public School 251” which was filed in the Supreme Court of the State of New York, County of Queens, on August 1, 2003; “Peter Roselle, as Administrator and Prosequendum for the Heirs-at-Law of Louis P. Roselle, deceased; and Executor of the Estate of Louis P.
24

 

Roselle, deceased, and individually v. Pilgrim’s Pride Corporation, Wampler Foods, Inc., Jack Lambersky Poultry Company, Inc., d.b.a. J.L. Foods Co. Inc.” which was filed in the Superior Court of New Jersey, Law Division, Union County, on June 14, 2004; “Jody Levonchuk, administratrix of the Estate of Joseph Cusato v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company” which was filed in the U.S. District Court for the Eastern District of Pennsylvania, on July 28, 2004; Nancy Cirigliano and Scott Fischer v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company, et al,” which was filed in the Superior Court of New Jersey, Union County, on August 10, 2004; “Dennis Wysocki, as the Administrator of the Estate of Matthew Tyler Wysocki, deceased, and Dennis Wysocki and Karen Wysocki, individually v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company, et al,” which was filed in the Supreme Court of the State of New York, County of New York, on July 30, 2004; “Randi Carden v. Pilgrim’s Pride Corporation and Jack Lambersky Poultry Company, et al,” which was filed in the Superior Court of New Jersey, Camden County, on August 10, 2004; and “Roberta Napolitano, as Trustee of the Bankruptcy Estate of Burke Caren Kantrow v. Pilgrim’s Pride Corporation, Wampler Foods, Inc. and Jack Lambersky Poultry Company, d/b/a J. L. Foods, Inc.” which was filed in the Superior Court of Connecticut, New Haven, on June 16, 2005. On August 20, 2004, the Estate of Frank Niemtzow refiled his individual action from the previously filed and voluntarily dismissed class action suit. We have recently resolved the litigation with the plaintiffs in the Harvey, Patterson, Clarke, Levonchuk and Niemtzow cases and we expect dismissal orders with respect to all of these cases to be entered in the near future. Neither the likelihood of an unfavorable outcome nor the amount of ultimate liability, if any, with respect to any of the remaining cases can be determined at this time. The remaining cases are in various stages of litigation, and we believe we have meritorious defenses to each of the claims, which we intend to vigorously defend to the extent they are not resolved prior to trial. After considering our available insurance coverage, we do not expect any of these matters to have a material impact on our financial position, operations or liquidity.

On December 31, 2003, we were served with a purported class action complaint styled “Angela Goodwin, Gloria Willis, Johnny Gill, Greg Hamilton, Nathan Robinson, Eddie Gusby, Pat Curry, Persons Similarly Situated v. ConAgra Poultry Company and Pilgrim’s Pride, Incorporated” in the United States District Court, Western District of Arkansas, El Dorado Division, alleging racial and age discrimination at one of the facilities we acquired from ConAgra. Two of the named plaintiffs, Greg Hamilton and Gloria Willis, were voluntarily dismissed from this action. We believe we have meritorious defenses to the class certification as well as the individual claims and intend to vigorously oppose class certification and defend these claims. The ultimate liability with respect to these claims cannot be determined at this time; however, we do not expect this matter to have a material impact on our financial position, operations or liquidity.

We are subject to various other legal proceedings and claims, which arise in the ordinary course of our business. In the opinion of management, the amount of ultimate liability with respect to these actions will not materially affect our financial position or results of operations.
25

 

Item 1A. Risk Factors.

There are many factors that affect our business and the results of our operations, many of which are beyond our control. In this regard, "Item 1A. Risk Factors" to Part I of our Annual Report on Form 10-K for the year ended October 1, 2005 contained a description of significant factors that might cause the actual results of operations in future periods to differ materially from those currently expected or desired. We urge you to read the risk factors contained in our Form 10-K as well as the risk factor set forth below which supplements the risk factors contained in our Form 10-K:

Avian Influenza Outbreaks Have Had A Material Adverse Effect On The Poultry Industry In General And Us In Particular.

In recent months there has been substantial publicity regarding a highly pathogenic strain of avian influenza, known as H5N1, which has been affecting Asia since 2002 and Europe and the Middle East since 2005. It is widely believed that H5N1 is being spread by migratory birds, such as ducks and geese. There have also been some cases where H5N1 is believed to have passed from birds to humans as humans came into contact with live and dead birds that were infected with the disease.

Although H5N1 has not been identified in North America, the focus and concern over avian influenza abroad has significantly reduced international demand for chicken products and the resulting oversupply has had a significant adverse effect on both U.S. and international chicken prices. In the second quarter of fiscal 2006, the market pricing we received for both chicken leg quarters and breast meat declined approximately 30% and U.S. chicken sales volumes declined approximately 4%, in each case when compared to the prior year period. This change in pricing and demand materially adversely affected our results for the second quarter of fiscal 2006. We can give no assurances as to when international demand or pricing for chicken products will improve. Additionally, although H5N1 has not been identified in North America, because of the flight patterns of migratory birds, it is widely speculated that this strain of avian influenza may reach North America as early as calendar year 2006. Any outbreak of H5N1 in North America could result in governmental restrictions on the import and export of our fresh chicken, turkey or other products to or from our suppliers, facilities or customers or require us to destroy one or more of our flocks. This could also result in the cancellation of orders by some of our customers and create adverse publicity that may have a material adverse effect on our ability to market our products successfully and on our business, reputation and prospects. Accordingly, no assurances can be given that demand and pricing of U.S. produced poultry products will not continue to deteriorate or that H5N1 will not otherwise have a material adverse effect on our business or prospects.
26

 

Item 4. Submission of Matters to a Vote of Security Holders

Pilgrim’s Pride Corporation held its Annual Meeting of Shareholders on January 25, 2006. The meeting was held to elect thirteen Directors for the ensuing year; to act on a shareholder proposal if properly presented at the meeting; to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2006; and to transact such other business as was properly brought before the meeting. There were 579,166,511 votes received, constituting 98.90% of the 585,597,872 votes outstanding on the record date and entitled to vote. With regard to the election of Directors for the ensuing year, the following votes were cast:
 
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
 
All Directors were elected by the above results.

With regard to the shareholder proposal requesting that the Board of Directors issue a report with respect to the controlled-atmosphere killing of chickens the following votes were cast:

 
FOR
 
 
AGAINST
 
 
ABSTAIN
 
BROKER NON VOTES
 
2,323,376
 
 
567,442,960
 
 
4,574,215
 
 
4,825,960

 
With regard to ratifying the appointment of Ernst & Young LLP as the Company’s independent auditors for fiscal 2006, the following votes were cast:

FOR
 
AGAINST
 
ABSTAIN
 
BROKER NON VOTES
 
578,140,356
 
 
1,024,726
 
 
1,429
 
 
0
 
27

 

Item 6. Exhibits


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
 
28

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


   
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)
 
29

 

EXHIBIT INDEX


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

30