for10q_body.htm

 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 March 29, 2008

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

Logo
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, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):  Large accelerated filer x  Accelerated filer ¨  Non-accelerated filer ¨ (Do not check if a smaller reporting company)  Smaller reporting company ¨

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 5, 2008, was 66,555,733.

1

INDEX

 
PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
 
 
PART I. FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements (Unaudited)
   
March 29, 2008 and September 29, 2007
   
Three months and six months ended March 29, 2008 and March 31, 2007
   
Six months ended March 29, 2008 and March 31, 2007
   
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
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)
 
   
March 29,
 2008
   
September 29,
 2007
 
Assets:
 
(In thousands)
 
Cash and cash equivalents
  $ 97,195     $ 66,168  
Investment in available-for-sale securities
    10,205       8,153  
Trade accounts and other receivables, less allowance for doubtful accounts
    89,346       113,486  
Inventories
    1,085,515       925,340  
Income taxes receivable
    62,193       61,901  
Current deferred income taxes
    22,901       8,095  
Other current assets
    77,597       47,959  
Assets held for sale
    6,335       15,534  
Assets of discontinued business
    34,976       53,232  
                 
Total current assets
    1,486,263       1,299,868  
                 
Investment in available-for-sale securities
    44,227       46,035  
Other assets
    125,053       138,546  
Goodwill
    499,669       505,166  
Property, plant and equipment, net
    1,736,817       1,784,621  
                 
    $ 3,892,029     $ 3,774,236  
                 
Liabilities and stockholders’ equity:
               
Accounts payable
    425,988       398,512  
Accrued expenses
    457,543       491,252  
Current maturities of long-term debt
    2,891       2,872  
Liabilities of discontinued business
    18,437       12,566  
                 
Total current liabilities
    904,859       905,202  
                 
Long-term debt, less current maturities
    1,629,930       1,318,558  
Deferred income taxes
    248,486       326,570  
Other long-term liabilities
    83,990       51,685  
Commitments and contingencies
           
                 
Preferred stock
           
Common stock
    665       665  
Additional paid-in capital
    469,779       469,779  
Retained earnings
    541,004       687,775  
Accumulated other comprehensive income
    13,316       14,002  
                 
Total stockholders’ equity
    1,024,764       1,172,221  
                 
    $ 3,892,029     $ 3,774,236  
See notes to consolidated financial statements.
 

3



PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
(Unaudited)
 
   
Three Months Ended
   
Six Months Ended
 
   
March 29,
 2008
   
March 31,
 2007
   
March 29,
 2008
   
March 31,
 2007
 
   
(In thousands, except share and per share data)
 
Net sales
  $ 2,100,794     $ 1,987,185     $ 4,148,147     $ 3,279,142  
Cost of sales
    2,124,173       1,903,136       4,066,423       3,132,855  
Asset impairment
    12,022             12,022        
                                 
Gross profit (loss)
    (35,401 )     84,049       69,702       146,287  
                                 
Selling, general and administrative expenses
    102,559       94,723       206,992       161,863  
Restructuring charges
    5,669             5,669        
                                 
Operating loss
    (143,629 )     (10,674 )     (142,959 )     (15,576 )
                                 
Other expense (income):
                               
Interest expense
    33,777       38,696       63,788       52,416  
Interest income
    (446 )     (1,684 )     (954 )     (2,993 )
Loss on early extinguishment of debt
          14,475             14,475  
Miscellaneous, net
    (1,161 )     (3,668 )     (4,024 )     (4,679 )
                                 
Total other expense (income)
    32,170       47,819       58,810       59,219  
                                 
Loss from continuing operations
before income taxes
    (175,799 )     (58,493 )     (201,769 )     (74,795 )
                                 
Income tax benefit
    (64,295 )     (19,426 )     (57,055 )     (25,872 )
                                 
Loss from continuing operations
    (111,504 )     (39,067 )     (144,714 )     (48,923 )
                                 
Income (loss) from operation of discontinued business, net of tax
    (847 )     (1,010 )     34       111  
                                 
Gain on sale of discontinued business,
 net of tax
    903             903        
                                 
Net loss
  $ (111,448 )   $ (40,077 )   $ (143,777 )   $ (48,812 )
                                 
Gain (loss) per common share—basic and diluted:
                               
Continuing operations
  $ (1.67 )   $ (0.59 )   $ (2.17 )   $ (0.73 )
Discontinued business
          (0.01 )     0.01        
                                 
Net loss
  $ (1.67 )   $ (0.60 )   $ (2.16 )   $ (0.73 )
                                 
Dividends declared per common share
  $ 0.0225     $ 0.0225     $ 0.0450     $ 0.0450  
                                 
Weighted average shares outstanding
    66,555,733       66,555,733       66,555,733       66,555,733  
                                 
Reconciliation of net loss to comprehensive loss:
                               
Net loss
  $ (111,448 )   $ (40,077 )   $ (143,777 )   $ (48,812 )
Unrealized gain (loss) on securities
    (518 )     92       (715 )     3,613  
                                 
Comprehensive loss
  $ (111,966 )   $ (39,985 )   $ (144,492 )   $ (45,199 )
See notes to consolidated financial statements.
 

4


PILGRIM’S PRIDE CORPORATION AND SUBSIDIARIES
(Unaudited)
 
   
Six Months Ended
 
   
March 29,
 2008
   
March 31,
2007
 
   
(In thousands)
 
Cash flows from operating activities:
           
Net loss
  $ (143,777 )   $ (48,812 )
Adjustments to reconcile net loss to cash provided by operating activities:
               
Depreciation and amortization
    116,296       87,673  
Asset impairment
    12,022        
Loss on early extinguishment of debt
          7,099  
Gain on property disposals
    (1,570 )     (306 )
Deferred income tax (benefit) expense
    (56,082 )     6,194  
Changes in operating assets and liabilities:
               
Accounts and other receivables
    36,879       (13,383 )
Inventories
    (154,874 )     (64,090 )
Other current assets
    (33,699 )     (3,511 )
Accounts payable and accrued expenses
    (18,224 )     (27,984 )
Income taxes, net
    (14,723 )     (11,738 )
Other
    12,018       16,629  
                 
Cash used in operating activities
    (245,734 )     (52,229 )
                 
Cash flows for investing activities:
               
Acquisitions of property, plant and equipment
    (70,216 )     (94,449 )
Purchases of investment securities
    (18,466 )     (357,248 )
Proceeds from sale or maturity of investment securities
    13,969       436,536  
Business acquisitions
          (1,108,817 )
Proceeds from property disposals
    18,717       4,959  
                 
Cash used in investing activities
    (55,996 )     (1,119,019 )
                 
Cash flows from financing activities:
               
Borrowing for acquisition
          1,230,000  
Proceeds from long-term debt
    810,516       774,791  
Payments on long-term debt
    (498,932 )     (906,673 )
Change in outstanding cash management obligations
    24,168       4,456  
Debt issue costs
          (15,565 )
Cash dividends paid
    (2,995 )     (2,995 )
                 
Cash provided by financing activities
    332,757       1,084,014  
                 
Increase (decrease) in cash and cash equivalents
    31,027       (87,234 )
Cash and cash equivalents at beginning of period
    66,168       156,404  
                 
Cash and cash equivalents at end of period
  $ 97,195     $ 69,170  
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 (“US”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the US Securities and Exchange Commission.  Accordingly, they do not include all of the information and footnotes required by US 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 three and six months ended March 29, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending September 27, 2008.  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 September 29, 2007.

The consolidated financial statements include the accounts of Pilgrim’s and its 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.

Certain reclassifications have been made to prior periods to conform to current period presentations.

The Company and certain retirement plans that it sponsors invest in a variety of financial instruments. In response to the continued turbulence in global financial markets, we have analyzed our portfolios of investments and, to the best of our knowledge, none of our investments, including money market funds units, commercial paper and municipal securities, have been downgraded because of this turbulence, and neither we nor any fund in which we participate hold significant amounts of structured investment vehicles, mortgage backed securities, collateralized debt obligations, auction-rate securities, credit derivatives, hedge funds investments, fund of funds investments or perpetual preferred securities.

6


On December 27, 2006, we acquired a majority of the outstanding common stock of Gold Kist Inc. (“Gold Kist”) through a tender offer. We subsequently acquired all remaining Gold Kist shares and, on January 9, 2007, Gold Kist became our wholly owned subsidiary. For financial reporting purposes, we have not included the operating results and cash flows of Gold Kist in our consolidated financial statements for the period from December 27, 2006 through December 30, 2006. The operating results and cash flows of Gold Kist from December 27, 2006 through December 30, 2006 were not material. The following unaudited financial information has been presented as if the acquisition had occurred at the beginning of each period presented.

   
Six Months Ended
 
   
March 29,
2008
Actual
   
March 31,
2007
Pro forma
 
   
(In thousands, except share and per share data)
 
Net sales
  $ 4,148,147     $ 3,806,952  
Depreciation and amortization
  $ 115,601     $ 112,776  
Operating loss
  $ (142,959 )   $ (46,008 )
Interest expense, net
  $ 62,834     $ 75,245  
Loss from continuing operations before taxes
  $ (201,769 )   $ (129,610 )
Loss from continuing operations
  $ (144,714 )   $ (83,031 )
Net loss
  $ (143,777 )   $ (82,920 )
Net loss per common share
  $ (2.16 )   $ (1.25 )
Weighted average shares outstanding
    66,555,733       66,555,733  

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), Business Combinations. This Statement improves the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects by establishing principles and requirements for how the acquirer (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company must apply prospectively SFAS No. 141(R) to business combinations for which the acquisition date occurs during or subsequent to the first quarter of fiscal 2010. The impact that adoption of SFAS No. 141(R) will have on the Company’s financial condition, results of operations and cash flows is dependent upon many factors. Such factors would include, among others, the fair values of the assets acquired and the liabilities assumed in any applicable business combination, the amount of any costs the Company would incur to effect any applicable business combination, and the amount of any restructuring costs the Company expected but was not obligated to incur as the result of any applicable business combination. Thus, we cannot accurately predict the effect SFAS No. 141(R) will have on future acquisitions at this time.

7

 
In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This Statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for how that reporting entity (a) identifies, labels and presents in its consolidated statement of financial position the ownership interests in subsidiaries held by parties other than itself, (b) identifies and presents on the face of its consolidated statement of operations the amount of consolidated net income attributable to itself and to the noncontrolling interest, (c) accounts for changes in its ownership interest while it retains a controlling financial interest in a subsidiary, (d) initially measures any retained noncontrolling equity investment in a subsidiary that is deconsolidated, and (e) discloses other information about its interests and the interests of the noncontrolling owners. The Company must apply prospectively the accounting requirements of SFAS No. 160 in the first quarter of fiscal 2010. The Company should also apply retroactively the presentation and disclosure requirements of the Statement for all periods presented at that time. The Company does not expect the adoption of SFAS No. 160 will have a material impact on its financial position, financial performance or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. The Company must apply the requirements of SFAS No. 161 in the first quarter of fiscal 2010. The Company does not expect the adoption of SFAS No. 161 will have a material impact on its financial position, financial performance or cash flows.


NOTE B—DISCONTINUED BUSINESS

In March 2008, the Company sold certain assets of its turkey business for $18.6 million and recorded a gain of $1.5 million ($0.9 million, net of tax) in Gain on sale of discontinued business, net of tax in the consolidated statement of operations for the three and six months ended March 29, 2008. This business was composed of substantially all of our former turkey segment. The results of this business are included in Income (loss) from operation of discontinued business, net of tax for all periods presented.
 

8


For a period of time, we will continue to incur cash flow activities that are associated with our former turkey business. These activities—the grow-out and processing of turkeys—are transitional in nature. We have entered into a short-term co-pack agreement with the acquirer of the former turkey business under which they will process turkeys for sale to our customers through the end of fiscal 2008. For the period of time until we have collected funds on the sale of these turkeys, we will continue to incur cash flow activity and to report operating activity in Income (loss) from operation of discontinued business, net of tax, although at a substantially reduced level. Upon completion of these activities, the cash flows and the operating activity reported in Income (loss) from operation of discontinued business, net of tax will be eliminated.

Neither our continued involvement in the distribution and sale of these turkeys or the co-pack agreement confers upon us the ability to influence the operating and/or financial policies of the turkey business under its new ownership.

The following amounts related to our turkey business have been segregated from continuing operations and included in Income (loss) from operation of discontinued business, net of tax and Gain on sale of discontinued business, net of tax in the consolidated statements of operations:

   
Three Months Ended
   
Six Months Ended
 
   
March 29,
 2008
   
March 31,
 2007
   
March 29,
 2008
   
March 31,
 2007
 
   
(In thousands)
 
Net sales
  $ 10,154     $ 6,780     $ 56,012     $ 51,955  
                                 
Income (loss) from operation of discontinued business before income taxes
  $ (1,361 )   $ (1,623 )   $ 54     $ 179  
Income tax expense (benefit)
    (514 )     (613 )     20       68  
                                 
Income (loss) from operation of discontinued business, net of tax
  $ (847 )   $ (1,010 )   $ 34     $ 111  
                                 
Gain on sale of discontinued business before income taxes
  $ 1,450     $     $ 1,450     $  
Income tax expense
    547             547        
                                 
Gain on sale of discontinued business, net of tax
  $ 903     $     $ 903     $  


9


Property, plant and equipment related to our turkey business has been segregated and included in Assets held for sale in the consolidated balance sheet as of September 29, 2007. The following assets and liabilities related to our turkey business have been segregated and included in Assets of discontinued business and Liabilities of discontinued business, as appropriate, in the consolidated balance sheets as of March 29, 2008 and September 29, 2007.

   
March 29,
 2008
   
September 29,
 2007
 
   
(In thousands)
 
Trade accounts and other receivables, less allowance for doubtful accounts
  $ 3,970     $ 16,687  
Inventories
    31,006       36,545  
                 
Assets of discontinued business
  $ 34,976     $ 53,232  
                 
Accounts payable
  $ 15,120     $ 3,804  
Accrued expenses
    3,317       8,762  
                 
   Liabilities of discontinued business
  $ 18,437     $ 12,566  


NOTE C—RESTRUCTURING ACTIVITIES

Results of operations for the three and six months ended March 29, 2008 include restructuring charges related to the Company’s decision to close a processing complex in Siler City, North Carolina and distribution centers in Plant City and Pompano Beach, Florida; Oskaloosa, Iowa; Jackson, Mississippi; Cincinnati, Ohio; and Nashville, Tennessee. In March 2008, the Company’s Board of Directors approved the closings as part of a plan intended to curtail losses amid record-high costs for corn, soybean meal and other feed ingredients and an oversupply of chicken in the United States. The closings began in March 2008 and are expected to be completed by June 2008. The affected processing complex and distribution centers currently employ approximately 1,100 individuals. Virtually all of these individuals will be impacted by the decision to close these facilities.

In connection with these closings, the Company also recorded a non-cash asset impairment of $12.0 million in the second quarter of fiscal 2008 to reduce the carrying amounts of certain assets to their estimated fair values. The Company also expects to incur incremental costs of $9.2 million through the end of fiscal 2008. Such costs include lease commitment costs of $3.5 million, employee retention and severance costs of $3.0 million and miscellaneous closing costs of $2.7 million. Almost all such costs will be cash expenditures. These costs will be expensed throughout the transition period.  The Company recognized approximately $5.7 million of these charges during the second quarter of fiscal 2008 and expects to recognize the remaining charges during the third quarter of fiscal 2008. The charges recognized during the second quarter of fiscal 2008 consisted of $3.0 million of employee retention and severance costs and $2.7 million of miscellaneous closing costs.


10


NOTE D—ACCOUNTS RECEIVABLE

In connection with the Receivables Purchase Agreement dated June 26, 1998, as amended (the “Agreement”), the Company sells, on a revolving basis, certain of its trade receivables (the “Pooled Receivables”) to a special purpose corporation wholly owned by the Company, which in turn sells a percentage ownership interest to third parties. The aggregate amount of Pooled Receivables sold plus the remaining Pooled Receivables available for sale under this Agreement declined from $300.0 million at September 29, 2007 to $288.1 million at March 29, 2008. The outstanding amount of Pooled Receivables sold and the remaining Pooled Receivables available for sale under this Agreement at March 29, 2008 were $270.6 million and $17.5 million, respectively. The loss recognized on the sold receivables during the six months ended March 29, 2008 was not material.


NOTE E—INVENTORIES

   
March 29,
2008
   
September 29,
2007
 
   
(In thousands)
 
Chicken:
           
Live chicken and hens
  $ 402,393     $ 343,185  
Feed and eggs
    449,609       223,631  
Finished chicken products
    212,447       337,052  
                 
Total chicken inventories
    1,064,449       903,868  
                 
Other products:
               
Commercial feed, table eggs, retail farm store and other
  $ 11,962     $ 11,327  
Distribution inventories (other than chicken products)
    9,104       10,145  
                 
Total other products inventories
    21,066       21,472  
                 
Total inventories
  $ 1,085,515     $ 925,340  


NOTE F—PROPERTY, PLANT AND EQUIPMENT

   
March 29,
 2008
   
September 29,
2007
 
   
(In thousands)
 
Land
  $ 108,475     $ 114,365  
Buildings, machinery and equipment
    2,396,922       2,366,418  
Autos and trucks
    60,979       59,489  
Construction-in-progress
    127,585       124,193  
                 
Property, plant and equipment, gross
    2,693,961       2,664,465  
                 
Accumulated depreciation
    (957,144 )     (879,844 )
                 
Property,  plant and equipment, net
  $ 1,736,817     $ 1,784,621  


11


NOTE G—NOTES PAYABLE AND LONG-TERM DEBT

 
Maturity
 
March 29,
 2008
   
September 29,
2007
 
     
(In thousands)
 
               
Senior unsecured notes, at 7.625%
2015
  $ 400,000     $ 400,000  
Senior subordinated notes, at 8.375%
2017
    250,000       250,000  
Secured revolving credit facility with notes payable at LIBOR plus 0.75% to LIBOR plus 2.25%
2013
      137,000          
Secured revolving credit facility with notes payable at LIBOR plus 1.25% to LIBOR plus 3.25%
2011
      52,116         26,293  
Secured revolving/term credit facility with two notes payable at LIBOR plus a spread, one note payable at 6.84% and one note payable at 7.08%
 
2016
        771,300           622,350  
Other
Various
    22,405       22,787  
                   
Notes payable and long-term debt
      1,632,821       1,321,430  
                   
Current maturities of long-term debt
      (2,891 )     (2,872 )
                   
Notes payable and long-term debt, less current maturities
    $ 1,629,930     $ 1,318,558  

At March 29, 2008, $76.4 million was available for borrowing under the Company’s secured revolving credit facility expiring in 2013, $400.0 million was available for borrowing under the revolving portion of the Company’s secured revolving/term credit facility expiring in 2016 and no funds were available for borrowing under the Company’s secured revolving credit facility expiring in 2011.

The Company is required, by certain provisions of its debt agreements, to maintain levels of working capital and net worth, to limit dividends to a maximum of $26.0 million per year, and to maintain various fixed charge, leverage, current and debt-to-equity ratios. The Company’s debt agreements are also generally cross-defaulted with one another, and the Company’s leases are generally cross-defaulted with the credit agreements. At March 29, 2008, the Company has fully complied with these covenants. In April 2008, the Company and its lenders amended certain covenants in its credit facilities and receivables purchase facility effective through the end of fiscal 2009 to levels the Company believes it can comply with in the near-term despite the current economic issues facing the chicken industry.

NOTE H—INCOME TAXES

We recorded an income tax benefit of $57.1 million for the six months ended March 29, 2008 on a loss from continuing operations before taxes of $201.8 million. Income tax expense related to the operation and disposal of our discontinued turkey business during the first six months of fiscal 2008 was not material. The difference between the effective rate reflected in the provision for income taxes and the amounts determined by applying the applicable statutory United States tax rate for the six months ended March 29, 2008 is primarily due to an increase in the valuation allowance on net operating loss carryforwards in Mexico recorded in the first quarter of fiscal 2008.

12


On September 30, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”). This Interpretation required us to develop a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Adoption of FIN 48 had no significant effect on the Company’s financial condition.  The net unrecognized tax benefits of $32.9 million include $26.3 million that, if recognized, would benefit our effective income tax rate and $6.6 million that, if recognized, would reduce goodwill.

The Company files numerous consolidated and separate income tax returns in the United States Federal jurisdiction, the Mexico Federal jurisdiction and in many state jurisdictions. With few exceptions, the Company is no longer subject to US Federal, state or local income tax examinations for years before 2003 and is no longer subject to Mexico income tax examinations by tax authorities for years before 2005. We are currently under audit by the Internal Revenue Service for the tax years ended September 26, 2003 to September 30, 2006. It is likely that the examination phase of the audit will conclude in 2008, and it is reasonably possible a reduction in our FIN 48 liability may occur; however, quantification of an estimated range cannot be made at this time.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the six months ended March 29, 2008, we recognized $2.1 million in interest and penalties related to uncertain tax positions. As of March 29, 2008, we have accrued approximately $13.9 million of interest and penalties related to uncertain tax positions.

In October 2007, Mexico enacted a new minimum corporation tax assessed on companies doing business in that country after January 1, 2008 (“IETU”). While the Company does not anticipate paying taxes under IETU, the new law will affect the Company’s tax planning strategies to fully realize its deferred tax assets under Mexico’s regular income tax. The Company evaluated the impact of IETU on its Mexico operations and, because of the treatment of net operating losses under the new law, established a valuation allowance for net operating losses it believes do not meet the more likely than not realization criteria of SFAS No. 109, Accounting for Income Taxes; this valuation allowance resulted in a $12.7 million charge to tax expense in the first quarter of fiscal 2008.
 

13


NOTE I—RELATED PARTY TRANSACTIONS

Lonnie “Bo” Pilgrim, the Senior 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.

Certain transactions with related parties are summarized as follows:

   
Three Months Ended
   
Six Months Ended
 
   
March 29, 2008
   
March 31, 2007
   
March 29, 2008
   
March 31, 2007
 
   
(In thousands)
 
                         
Lease payments on commercial egg property
  $ 188     $ 188     $ 375     $ 375  
Contract grower pay
  $ 260     $ 202     $ 520     $ 401  
Other sales to major stockholder
  $ 190     $ 165     $ 353     $ 312  
Loan guaranty fees
  $ 1,165     $ 1,165     $ 2,127     $ 1,501  
Lease payments and operating expenses on airplane
  $ 123     $ 131     $ 235     $ 250  


NOTE J—COMMITMENTS AND CONTINGENCIES

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. Among other considerations, we have not recorded a liability for any of these indemnities as based upon the likelihood of payment, the fair value of such indemnities would not have a material impact on our financial condition, results of operations and cash flows.

At March 29, 2008, the Company had $86.6 million in letters of credit outstanding relating to normal business transactions.

The Company is subject to various legal proceedings and claims which arise in the ordinary course of business. Below is a summary of the most significant claims outstanding against the Company. In the Company’s opinion, it has made appropriate and adequate accruals for claims where necessary, and the Company believes the probability of a material loss beyond the amounts accrued to be remote; however, the ultimate liability for these matters is uncertain, and if significantly different than the amounts accrued, the ultimate outcome could have a material effect on the financial condition or results of operations of the Company. The Company believes it has substantial defenses to the claims made and intends to vigorously defend these cases.

14

 
Among the claims presently pending against the Company are claims seeking unspecified damages brought by current and former employees seeking compensation for the time spent donning and doffing clothing and personal protective equipment. We are aware of an industry-wide investigation by the Wage and Hour Division of the U.S. Department of Labor to ascertain compliance with various wage and hour issues, including the compensation of employees for the time spent on such activities such as donning and doffing clothing and personal protective equipment. Due, in part, to the government investigation and the recent U.S. Supreme Court decision in IBP, Inc. v. Alvarez, it is possible that we may be subject to additional employee claims. We intend to assert vigorous defenses to the litigation. Nonetheless, there can be no assurances that other similar claims may not be brought against the Company.


NOTE K—BUSINESS SEGMENTS

Subsequent to the sale of our turkey operations, we operate in two reportable business segments as (1) a producer and seller of chicken products and (2) a seller of other products. The following table presents certain information regarding our segments:

   
Three Months Ended
   
Six Months Ended
 
   
March 29,
2008
   
March 31, 
2007
   
March 29,
2008
   
 March 31,
2007(a)
 
   
(In thousands)
 
Net sales to customers(b)
                       
Chicken:
                       
United States
  $ 1,722,967     $ 1,683,463     $ 3,451,109     $ 2,714,412  
Mexico
    127,312       111,046       248,310       233,955  
Total chicken
    1,850,279       1,794,509       3,699,419       2,948,367  
                                 
Other Products:
                               
United States
    243,907       188,670       434,296       324,320  
Mexico
    6,608       4,006       14,432       6,455  
Total other products
    250,515       192,676       448,728       330,775  
                                 
    $ 2,100,794     $ 1,987,185     $ 4,148,147     $ 3,279,142  
Operating income (loss)(c)
                               
Chicken:
                               
United States
  $ (156,562 )   $ (2,862 )   $ (175,656 )   $ (13,799 )
Mexico
    (3,720 )     (12,605 )     (7,812 )     (11,276 )
Total chicken
    (160,282 )     (15,467 )     (183,468 )     (25,075 )
                                 
Other products:
                               
United States
    33,464       4,273       56,235       8,412  
Mexico
    880       520       1,965       1,087  
Total other products
    34,344       4,793       58,200       9,499  
                                 
Asset impairment
    (12,022 )           (12,022 )      
Restructuring charges
    (5,669 )           (5,669 )      
                                 
    $ (143,629 )   $ (10,674 )   $ (142,959 )   $ (15,576 )
Depreciation and amortization(d)(e)(f)
                               
Chicken:
                               
United States
  $ 53,875     $ 49,046     $ 104,332     $ 76,491  
Mexico
    2,618       2,746       5,244       5,552  
Total chicken
    56,493       51,792       109,576       82,043  
                                 
Other products:
                               
United States
    3,501       2,729       5,900       4,757  
Mexico
    63       54       125       98  
Total other products
    3,564       2,783       6,025       4,855  
                                 
    $ 60,057     $ 54,575     $ 115,601     $ 86,898  
 
     
(a)
The Company acquired Gold Kist on December 27, 2006 for $1.139 billion. For financial reporting purposes, we have not included the operating results and cash flows of Gold Kist in our consolidated financial statements for the period spanning from December 27, 2006 through December 30, 2006. The operating results and cash flows of Gold Kist for that period were not material.
 
     
(b)
Excludes net sales generated by our discontinued turkey business of $10.2 million, $6.8 million, $56.0 million and $52.0 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(c)
Excludes operating income (loss) generated by our discontinued turkey business of $(1.2) million, $(1.0) million, $0.6 million and $1.0 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(d)
Includes amortization of capitalized financing costs of $1.1 million, $1.1 million, $2.1 million and $1.5 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(e)
Includes amortization of intangible assets of $2.5 million recognized in the second quarter of fiscal 2008 and $5.1 million recognized in the first six months of fiscal 2008 related to the Gold Kist acquisition.
 
     
(f)
Excludes depreciation costs incurred by our discontinued turkey business of $0.3 million, $0.4 million, $0.7 million and $0.8 million during the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
 

15


ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Description of the Company

Pilgrim’s Pride is the world’s largest chicken company and has one of the best known brand names in the chicken industry. In the United States (“US”), we produce both prepared and fresh chicken. In Mexico and Puerto Rico, we exclusively produce fresh chicken. Through vertical integration we control the breeding, hatching and growing of chickens. Our products are sold to foodservice, retail and frozen entrée customers primarily through foodservice distributors, retailers and restaurants throughout the US and Puerto Rico and in the northern and central regions of Mexico. We operate in two business segments and two geographical areas.

Executive Summary

Feed ingredient prices increased substantially between the first quarter of fiscal 2007 and the second quarter of fiscal 2008 and have continued to increase through the date of this report.  While chicken selling prices have generally improved over the same periods, chicken selling prices have not improved sufficiently to offset the higher costs of feed ingredients, which, along with the interest expense recognized on borrowings incurred due to the acquisition of Atlanta-based Gold Kist Inc. (“Gold Kist”) and to fund losses, were the primary contributors to our $111.4 million net loss for the second quarter of fiscal 2008.  These same factors, along with deferred income tax valuation allowances recognized in Mexico in the first quarter of fiscal 2008, were the primary contributors to our $143.8 million net loss for the first six months of fiscal 2008. Although we continue to focus substantial efforts on increasing our sales prices in order to cover these increased costs, there can be no assurances as to if or when we will be able to raise our prices sufficiently to offset these incremental costs or return to profitability. 
 
In response to this challenging environment, we have taken a number of actions, including the closure of a processing plant and six distribution centers and a 5% planned reduction of production in the second half of fiscal 2008 when compared to the same prior year period.  See Note C—Restructuring Activities of the notes to the consolidated financial statements included elsewhere herein.  We are also continuing to evaluate our production facilities for potential mix changes, closure, sale and/or consolidation in an effort to position the Company for a return to profitability.  However, there can be no assurances that we will be successful in any of these efforts or that continuing losses will not have a material adverse effect on our business, operations or financial condition.

Feed ingredient costs incurred during the second quarter of fiscal 2008 rose 33.7% in the US and 23.0% in Mexico over the same period last year principally because of higher corn and soybean meal prices. Our average chicken selling prices in the US and Mexico during the second quarter of fiscal 2008 increased 2.5% and 12.5%, respectively, over the same period last year mainly because of improved market pricing. Total pounds sold in the US during the second quarter of fiscal 2008 were down 0.2% from the same period last year and total pounds sold in Mexico during the second quarter of fiscal 2008 were up 2.0% from the same period last year.

16

 
Feed ingredient costs incurred during the first six months of fiscal 2008 rose 27.5% in the US and 19.2% in Mexico over the same period last year principally because of higher corn and soybean meal prices. Our average chicken selling prices in the US and Mexico during the first six months of fiscal 2008 increased 5.0% and 6.8%, respectively, over the same period last year mainly because of improved market pricing. Total pounds sold in the US during the first six months of fiscal 2008 were up 21.1% from the same period last year due to the Gold Kist acquisition and total pounds sold in Mexico during the second quarter of fiscal 2008 were down 0.6% from the same period last year.

In March 2008, the Company sold certain assets of its turkey business for $18.6 million and recorded a gain of $1.5 million ($0.9 million, net of tax) in Gain on sale of discontinued business, net of tax in the consolidated statement of operations for the three and six months ended March 29, 2008. This business was composed of substantially all of our former turkey segment. The results of this business are included in Income (loss) from operation of discontinued business, net of tax for all periods presented. See Note B—Discontinued Business of the notes to our consolidated financial statements included elsewhere herein.

Results of operations for the three and six months ended March 29, 2008 include restructuring charges related to the Company’s decision to close a processing complex in Siler City, North Carolina and distribution centers in Plant City and Pompano Beach, Florida; Oskaloosa, Iowa; Jackson, Mississippi; Cincinnati, Ohio; and Nashville, Tennessee. The Company recognized non-cash asset impairment charges of $12.0 million and other restructuring charges of $5.7 million related to these closings during the second quarter of fiscal 2008 and expects to incur additional costs of $3.5 million related to these closings during the remainder of 2008. See Note C—Restructuring Activities of the notes to our consolidated financial statements included elsewhere herein.

On December 27, 2006, we acquired 88.9% of all outstanding common shares of Gold Kist. Gold Kist was the third-largest chicken company in the US, accounting for approximately 9% of all chicken produced domestically in recent years. On January 9, 2007, we acquired the remaining Gold Kist common shares, making Gold Kist a wholly owned subsidiary of Pilgrim’s Pride Corporation. For financial reporting purposes, we have not included the operating results and cash flows of Gold Kist in our consolidated financial statements for the period spanning from December 27, 2006 through December 30, 2006. The operating results and cash flows of Gold Kist for that period were not material.

17


In October 2007, Mexico enacted a new minimum corporation tax assessed on companies doing business in that country after January 1, 2008 (“IETU”). While the Company does not anticipate paying taxes under IETU, the new law will affect the Company’s tax planning strategies to fully realize its deferred tax assets under Mexico’s regular income tax. The Company evaluated the impact of IETU on its Mexico operations and, because of the treatment of net operating losses under the new law, established a valuation allowance for net operating losses it believes do not meet the more likely than not realization criteria of SFAS No. 109, Accounting for Income Taxes; this valuation allowance resulted in a $12.7 million charge to tax expense in the first quarter of fiscal 2008.

Business Environment

Profitability in the chicken industry is materially affected by the commodity prices of chicken and feed ingredients that, in turn, are influenced by a variety of supply and demand factors.  As a result, the chicken industry is subject to cyclical earnings fluctuations. Cyclical earnings fluctuations can be mitigated somewhat by (a) business strategy, (b) product mix, (c) sales and marketing plans and (d) operating efficiencies.

Feed ingredient purchases are the single largest component of our cost of sales. They represented 38.8% of our consolidated cost of sales in the first six months of fiscal 2008. The production of feed ingredients is affected primarily by weather patterns throughout the world, the level of supply inventories, demand for feed ingredients, and the agricultural policies of the US and foreign governments. The costs of corn and soybean meal, our primary feed ingredients, increased significantly between the first quarter of fiscal 2007 and the date of this report and there can be no assurance that the price of corn or soybean meal will not continue to rise as a result of, among other things, increasing demand for these products around the world and alternative uses of these products, such as ethanol and biodiesel production.

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. We believe that prepared foods products will generally have higher profit margins than our other products. Also, we believe that the production and sale in the US of prepared foods products will generally reduce the impact of feed ingredient costs on our profitability. Feed ingredient costs become a decreasing percentage of a product’s total production cost as further processing is performed, thereby generally reducing their impact on our profitability. However, because a significant portion of these products have typically been sold under fixed price contracts, often only negotiated on an annual basis, in periods of rapidly escalating feed ingredient prices, such as that experienced in the past year, sales of these products may not generate higher, more consistent profit margins as we are less often able to pass these higher costs on to our customers until the previous negotiated contract terms have expired.

18

 
Since a significant portion of US chicken production is exported, the commodity prices of chicken can be adversely affected by disruptions in export markets. Material disruptions in recent years included the negative impact that concerns over avian influenza had on international demand for poultry products. Disruptions may also be caused by restrictions on imports of US-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. Both Russia and Japan have restricted the importation of US-produced poultry for both of these reasons in recent periods. In July 2003, the US and Mexico entered into a safeguard agreement with regard to imports into Mexico of chicken leg quarters from the US. Under this agreement, a tariff rate for chicken leg quarters of 98.8% of the sales price was established. This tariff was imposed because of concerns that the duty-free importation of such products as provided by the North American Free Trade Agreement would injure Mexico’s poultry industry. This tariff rate was eliminated on January 1, 2008. As a result of the elimination of this tariff, we expect greater amounts of chicken to be imported into Mexico from the US. This could negatively affect the profitability of Mexican chicken producers, including our Mexico operations. Because disruptions in poultry export markets are often political, no assurances can be given as to when the existing disruptions will be alleviated or that new ones will not arise.

Business Segments

Subsequent to the sale of our turkey operations, we operate in two reportable business segments as (1) a producer and seller of chicken products and (2) a seller of other products.  The following table presents certain information regarding our segments:

   
Three Months Ended
   
Six Months Ended
 
   
March 29,
2008
   
March 31, 
2007
   
March 29,
2008
   
 March 31,
2007(a)
 
   
(In thousands)
 
Net sales to customers(b)
                       
Chicken:
                       
United States
  $ 1,722,967     $ 1,683,463     $ 3,451,109     $ 2,714,412  
Mexico
    127,312       111,046       248,310       233,955  
Total chicken
    1,850,279       1,794,509       3,699,419       2,948,367  
                                 
Other Products:
                               
United States
    243,907       188,670       434,296       324,320  
Mexico
    6,608       4,006       14,432       6,455  
Total other products
    250,515       192,676       448,728       330,775  
                                 
    $ 2,100,794     $ 1,987,185     $ 4,148,147     $ 3,279,142  
Operating income (loss)(c)
                               
Chicken:
                               
United States
  $ (156,562 )   $ (2,862 )   $ (175,656 )   $ (13,799 )
Mexico
    (3,720 )     (12,605 )     (7,812 )     (11,276 )
Total chicken
    (160,282 )     (15,467 )     (183,468 )     (25,075 )
                                 
Other products:
                               
United States
    33,464       4,273       56,235       8,412  
Mexico
    880       520       1,965       1,087  
Total other products
    34,344       4,793       58,200       9,499  
                                 
Asset impairment
    (12,022 )           (12,022 )      
Restructuring charges
    (5,669 )           (5,669 )      
                                 
    $ (143,629 )   $ (10,674 )   $ (142,959 )   $ (15,576 )
Depreciation and amortization(d)(e)(f)
                               
Chicken:
                               
United States
  $ 53,875     $ 49,046     $ 104,332     $ 76,491  
Mexico
    2,618       2,746       5,244       5,552  
Total chicken
    56,493       51,792               109,576       82,043  
                                 
Other products:
                               
United States
    3,501       2,729       5,900       4,757  
Mexico
    63       54       125       98  
Total other products
    3,564       2,783       6,025       4,855  
                                 
    $ 60,057     $ 54,575     $ 115,601     $ 86,898  
 
     
(a)
The Company acquired Gold Kist on December 27, 2006 for $1.139 billion. For financial reporting purposes, we have not included the operating results and cash flows of Gold Kist in our consolidated financial statements for the period spanning from December 27, 2006 through December 30, 2006. The operating results and cash flows of Gold Kist for that period were not material.
 
     
(b)
Excludes net sales generated by our discontinued turkey business of $10.2 million, $6.8 million, $56.0 million and $52.0 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(c)
Excludes operating income (loss) generated by our discontinued turkey business of $(1.2) million, $(1.0) million, $0.6 million and $1.0 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(d)
Includes amortization of capitalized financing costs of $1.1 million, $1.1 million, $2.1 million and $1.5 million recognized in the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 
     
(e)
Includes amortization of intangible assets of approximately $2.5 million recognized in the second quarter of fiscal 2008 and $5.1 million recognized in the first six months of fiscal 2008 related to the Gold Kist acquisition.
 
     
(f)
Excludes depreciation costs incurred by our discontinued turkey business of approximately $0.3 million, $0.4 million, $0.7 million and $0.8 million during the second quarter of fiscal 2008, the second quarter of fiscal 2007, the first six months of fiscal 2008 and the first six months of fiscal 2007, respectively.
 

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
 
   
March 29, 2008
   
March 31, 2007
   
March 29, 2008
   
March 31, 2007
 
Net sales
    100.0   %     100.0   %     100.0   %     100.0   %
Cost of sales
    101.1   %     95.8   %     98.0   %     95.5   %
Asset impairment
    0.6   %       %     0.3   %       %
Gross profit (loss)
    (1.7 ) %     4.2   %     1.7   %     4.5   %
Selling, general and administrative (“SG&A”) expenses
    4.9   %     4.7   %     5.0   %     5.0   %
Restructuring charges
    0.2   %       %     0.1   %       %
Operating loss
    (6.8 ) %     (0.5 ) %     (3.4 ) %     (0.5 ) %
Interest expense
    1.6   %     1.9   %     1.5   %     1.6   %
Loss from continuing operations before income taxes
    (8.4 ) %     (2.9 ) %     (4.9 ) %     (2.3 ) %
Loss from continuing operations
    (5.3 ) %     (2.0 ) %     (3.5 ) %     (1.5 ) %
Net loss
    (5.3 ) %     (2.0 ) %     (3.5 ) %     (1.5 ) %


19


Results of Operations

Fiscal Second Quarter 2008 Compared to Fiscal Second Quarter 2007

Net sales.  Net sales for the second quarter of fiscal 2008 increased $113.6 million, or 5.7%, over the second quarter of fiscal 2007. The following table provides net sales information:

             
Change from Fiscal Quarter Ended March 31, 2007
 
 
Source
 
    Fiscal Quarter Ended
March 29,
2008
   
Amount
   
Percentage
 
     
(In millions, except percentages)
 
Chicken:
                       
United States
    $ 1,723.0       $ 39.5       2.3 %
(a)
Mexico
      127.3         16.3       14.7 %
(b)
Total chicken
      1,850.3         55.8       3.1 %  
                               
Other products:
                             
United States
      243.9         55.2       29.3 %
(c)
Mexico
      6.6         2.6       65.0 %
(d)
Total other products
      250.5         57.8       30.0 %  
                               
Total net sales
    $ 2,100.8       $ 113.6       5.7 %  
 
   
(a)
US chicken sales for the second quarter of fiscal 2008 increased from the same period last year primarily as the result of a 2.5% increase in the average selling prices of chicken.
   
(b)
Mexico chicken sales in the current quarter increased from the second quarter of fiscal 2007 primarily because of a 14.7% increase in revenue per pound sold and a 2.0% increase in pounds sold.
   
(c)
US sales of other products increased mainly as the result of improved pricing on our rendering output. Rendering is the process of converting poultry byproducts into raw materials for grease, animal feed, biodiesel and feed-stock for the chemical industry.
   
(d)
Mexico sales of other products increased principally because of both higher sales volumes and higher selling prices for commercial feed.

Gross profit (loss).  Gross profit decreased $119.4 million, or 142.1%, in the second quarter of fiscal 2008 compared to the second quarter of fiscal 2007. The following table provides gross profit (loss) information:

               
Percentage of Net Sales
   
   
Quarter
Ended
March 29,
2008
               
Second Quarter
Fiscal
2008
   
Second
Quarter
Fiscal
2007
   
   
Change From Quarter Ended March 31, 2007
   
Components
 
Amount
   
Percentage
   
(In millions, except percentages)
   
                                 
Net sales
  $ 2,100.8     $ 113.6       5.7 %     100.0 %     100.0 %  
Cost of sales
    2,124.2       221.0       11.6 %     101.1 %     95.8 %
(a)
Asset impairment
    12.0       12.0             0.6 %     %
(b)
                                           
Gross loss
  $ (35.4 )   $ (119.4 )     (142.1 ) %     (1.7 ) %     4.2 %
(c)
 
 

(a)
Cost of sales incurred in the second quarter of fiscal 2008 increased when compared to the same period last year primarily because increased costs of feed ingredients and energy. We also experienced in the second quarter of fiscal 2008, and continue to experience, increased production and freight costs related to operational inefficiencies, labor shortages at several facilities, and higher fuel costs. We believe the labor shortages are attributable in part to heightened publicity of governmental immigration enforcement efforts, ongoing Company compliance efforts, and continued changes in the Company’s employment practices in light of recently published governmental best practices and new labor hiring regulations. Cost of sales in our Mexico chicken operations increased mainly because of higher feed ingredient costs.
   
(b)
In the second quarter of fiscal 2008, the Company recognized non-cash asset impairment charges related to its announced closings of a chicken processing complex in Siler City, North Carolina and six distribution centers throughout the US.
   
(c)
Gross profit as a percent of net sales generated in the second quarter of fiscal 2008 decreased 5.9 percentage points from the same period last year primarily because of increasing costs of feed ingredients and energy partially offset by improved pricing.
 
 
20


Operating income (loss).  Operating income for the second quarter of fiscal 2008 decreased $132.9 million, or 1,242.1%, compared to the second quarter of fiscal 2007. The following tables provide operating income (loss) information:


             
Change from Fiscal Quarter Ended March 31, 2007
 
 
Source
 
    Quarter Ended
March 29,
2008
   
Amount
   
Percentage
 
     
(In millions, except percentages)
 
Chicken:
                       
United States
    $ (156.6     $ (153.7     (5300.0 )  %
(a)
Mexico
      (3.7 )       8.9       70.6    %
(b)
Total chicken
      (160.3 )       (144.8 )     (934.2 )  %  
                               
Other products:
                             
United States
      33.5         29.2       679.1  %
(c)
Mexico
      0.9         0.4       80.0  %
(d)
Total other products
      34.4         29.6       616.7  %  
                               
 Asset impairment       (12.0  )       (12.0 )     --     
 Restructuring charges       (5.7 )       (5.7 )     --     
                               
Total operating loss
    $ (143.6     $ (132.9 )     (1,242.1 )  %  
 
 
             
Percentage of Net Sales
   
   
Quarter
Ended
March 29,
2008
               
Second Quarter
Fiscal
2008
   
Second
Quarter
Fiscal
2007
   
   
Change From Quarter Ended March 31, 2007
   
Components
 
Amount
   
Percentage
   
(In millions, except percentages)
   
                                 
Gross loss
  $ (35.4 )   $ (119.4 )     (142.1 ) %     (1.7 ) %     4.2   %  
SG&A expenses
    102.5       7.8       8.3   %     4.9    %     4.7  %
(a)
Restructuring charges
    5.7       5.7             0.2    %      %
(b)
                                           
Operating loss
  $ (143.6 )   $ (132.9 )     (1,242.1 ) %     (6.8 ) %     (0.5 )%
(c)
 
 

   
(a)
Selling, general and administrative expenses incurred in the second quarter of fiscal 2008 increased from the same period last year primarily because of increased costs for intangibles amortization, outside services and brokered sales activity.
   
(b)
In the second quarter of fiscal 2008, the Company recognized restructuring charges related to its announced closings of a chicken processing complex in Siler City, North Carolina and six distribution centers throughout the US.
   
(c)
Operating loss as a percentage of net sales generated in the second quarter of fiscal 2008 increased 6.3 percentage points when compared to the same period last year primarily because of increases in feed, production and freight costs partially offset by the increases in the average selling prices of chicken, improved pricing on our rendering output due to increased demand for the raw materials used to produce biodiesel and other alternative fuels and improved product mix and the other factors described above.
 

21


Interest expense. Interest expense decreased 12.7% to $33.8 million in the second quarter of fiscal 2008 from $38.7 million for the second quarter of fiscal 2007 primarily because of the early extinguishment of debt totaling $299.6 million in September 2007 and lower interest rates on our variable-rate credit facilities partially offset by increased debt under our credit facilities. As a percentage of sales, interest expense in the second quarter of fiscal 2008 decreased to 1.6 % from 1.9 % in the second quarter of fiscal 2007.

Interest income.  Interest income decreased from $1.7 million in the second quarter of fiscal 2007 to $0.4 million in the second quarter of fiscal 2008 because of a reduced average level of investment during the current quarte