September 15, 2005
Mr. Joseph W. Meyers
Vice President, Finance
Pierre Foods, Inc.
9900 Princeton Road
Cincinnati, Ohio 45246
Re: Pierre Foods, Inc.
Form 10-K for Fiscal Year Ended March 5, 2005
Filed June 3, 2005
Form 10-Q for Fiscal Quarter Ended June 4, 2005
Filed July 19, 2005
File No. 0-07277
Dear Mr. Meyers:
We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the Fiscal Year Ended March 5, 2005
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 9
Liquidity and Capital Resources, page 14
1. Please refer to the guidance provided in FRC 501.13.b which
indicates that your discussion and analysis of cash flows should
not
be a mere recitation of changes and other information evident to
readers from the financial statements. Please review and revise
your
disclosure, as appropriate.
Controls and Procedures, page 20
2. We note your conclusion as to the effectiveness of your
disclosure
controls and procedures is incomplete as it does not indicate
whether
your controls are effective or ineffective. Please review your
disclosure and revise accordingly. We note that you have revised
the
disclosure in your Form 10-Q for the fiscal quarter ended June 4,
2005.
Certain Relationships and Related Party Transactions, page 26
Predecessor Pierre, page 27
3. We note the allocation of the transactions entered into on
March
8, 2004, as permitted by the Fourth Supplemental Indenture, was to
Retained Earnings of $11,900,276 and Common Stock of $339,639.
Please explain to us the basis for the adjustment to Common Stock
and
how you determined the amount of the adjustment.
Financial Statements
Consolidated Statements of Shareholder`s Equity, page F-5
4. We note that you have recorded your acquisition ("Acquisition")
of
100% of the shares of your parent, PFMI, on June 30, 2004 and the
simultaneous merger with Pierre Merger Corp., an affiliate of
Madison
Dearborn Partners, LLC ("MDP"), under the purchase method of
accounting whereby you emerged as the surviving corporation.
Based
on the disclosures provided in your filing regarding the
Acquisition,
please contact us at your earliest convenience so that we may
better
understand the accounting methodology and guidance you followed to
record the applicable transactions. Prior to your call, you may
wish
to provide us with a comprehensive analysis of the transactions
that
resulted in the presentation of the following line items,
"Purchase
Accounting Adjustment," "Successor Pierre Purchase Allocation,"
"Contribution from parent" and "Expenses paid on behalf of
parent."
Without limitation, please identify the accounting and legal
acquirer
of the Acquisition and how you determined the amounts presented in
your financial statements. See below for further comments
regarding
the disclosures surrounding the Acquisition located within Note 1.
Consolidated Statements of Cash Flows, page F-6
5. Please provide an analysis and description of the amounts
presented under cash flows from financing activities under the
captions "Return of capital to parent" and "Contribution from
parent."
6. Please revise your column headings to be consistent with those
reported in your Consolidated Statements of Operations on page F-
4.
Note 1. Basis of Presentation and Acquisition, page F-7
7. Please expand your disclosure to comply with paragraphs 51 (a)
and
(b) of SFAS 141.
8. We note that certain "management investors" have invested $4.9
million in a deferred compensation plan, which is funded through a
rabbi trust that owns preferred stock of Holding. Please tell us
how
you have considered the guidance in EITF 97-14. In addition,
please
reconcile the amount disclosed as aggregate liquidation value
under
this heading of $4.9 million with that disclosed on page 24 of
$5.2
million.
Note 17. Restated Quarterly Financial Information (Unaudited),
page
F-28
9. We note that you have restated quarterly financial information
to
reflect misstatements in four areas, including (i) the tax basis
of
assets assumed in connection with the Restructuring, (ii) the tax
basis of assets and liabilities following the Acquisition, (iii)
the
classification of professional fees incurred in connection with
the
Acquisition and related debt transactions and (iv) the calculation
of
depreciation expense following the Acquisition. Please tell us
how
you have considered the effect these misstatements may have had on
the effectiveness or ineffectiveness of your disclosure controls
and
procedures.
Selected Quarterly Financial Data (Unaudited), page F-30
10. It appears from your disclosures that you have not included
depreciation relating to property, plant and equipment in your
determination of quarterly Gross profit. Please revise your
calculation to include all costs and expenses associated directly
with or allocated to your products sold. These costs and expenses
should include inventoriable costs of assets incident to or
necessary
for production or manufacturing, including applicable
depreciation,
depletion and amortization. Refer to SAB Topic 11:B.
Form 10-Q for the Fiscal Quarter Ended June 4, 2005
Note 1. Basis of Presentation and Acquisition, page 8
11. We note your statement that "The fair value adjustments
related
to the Acquisition, which have been pushed down to the Company
from
Holding, primarily include adjustments in property, plant and
equipment, inventory, goodwill, other intangible assets and
related
deferred taxes." Please compare and contrast this disclosure with
that in your Form 10-K on pages 2 and F-8.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters. Please contact me at (202) 551-3683 with any other
questions.
Sincerely,
Jill S. Davis
Branch Chief
??
??
??
??
Mr. Joseph W. Meyers
Pierre Foods, Inc.
September 15, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010