8-K
Cal-Maine Foods Inc (CALM)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of Earliest Event Reported):
December 28, 2021
Cal-Maine Foods, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of principal executive offices (zip code))
601
-
948-6813
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2 below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
Global Select Market
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not
to use the extended transition period
for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act.
☐
Item 2.02.
Results of Operations
On December 28, 2021, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing
its financial results for the
second quarter of fiscal 2022. A copy of the Company’s
press release is attached hereto
as Exhibit 99.1 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information
in this Item 2.02 of this Current Report on Form 8-K,
including Exhibit 99.1 hereto, which are furnished herewith pursuant
to and relate to this Item 2.02, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise be subject
to the liabilities of Section 18 of the Exchange Act. The information in
this Item 2.02 of this Current Report on Form 8-K and
Exhibit 99.1 hereto shall not be incorporated by reference into any filing
or other document filed by the Company with the SEC
pursuant to the Securities Act of 1933, as amended, the rules and regulations of the
SEC thereunder, the Exchange Act, or the
rules and regulations of the SEC thereunder except as shall be expressly set forth by
specific reference to this Form 8-K in such
filing or document.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
Description
Press Release issued by the Company on December 28, 2021
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
December 28, 2021
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
exhibit991
Exhibit 99.1
-MORE-
Contacts:
Dolph Baker, Chairman and CEO
Max P. Bowman, Vice President and CFO
(601) 948-6813
CAL-MAINE FOODS REPORTS SECOND QUARTER FISCAL
2022 RESULTS
RIDGELAND,
Miss. (December
28, 2021)
- Cal-Maine
Foods,
Inc. (NASDAQ:
CALM) today
reported
results for the second
quarter of fiscal
2022 (thirteen weeks)
and 26-week period
ended November
27, 2021.
Net
sales
in
the
second
quarter
of
fiscal
2022
increased
12.5
percent
to
$390.9
million
compared to $347.3 million in the
second quarter of fiscal 2021.
The Company reported net income
of $1.2 million, or $0.02 per basic and
diluted common share, for the second
quarter of fiscal 2022,
compared
to
net
income
of
$12.2
million,
or
$0.25
per
basic
and
diluted
common
share,
for
the
second quarter of fiscal 2021.
For the twenty-six weeks ended
November 27, 2021, net
sales were $722.6 million
compared
to
$640.1
million
for
the
prior-year
period.
The
Company
reported
a
net
loss
of
$16.9
million,
or
$0.34
per
basic
and
diluted
common
share,
for
the
twenty-six
weeks
ended
November
27,
2021,
compared
with
a
net
loss
of
$7.2
million,
or
$0.15
per
basic
and
diluted
common
share,
for
the
prior-year period.
Dolph Baker,
chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “We
were
pleased to
report higher
sales for
the second
quarter
of fiscal
2022 compared
with the
prior year,
driven by improved
shell egg pricing.
For the
second quarter of
fiscal 2022, the
net average
selling
price for
all
eggs increased
11.9 percent
to $1.373
per dozen
compared with
$1.227 per
dozen
in
the
prior-year
period.
Our
sales
volumes
also
improved
compared
to
the
previous
record
sales
volumes in the second quarter of fiscal 2021. We are pleased that our operating results helped drive
a return
to modest
profitability
in
the second
quarter
despite
the impacts
of higher
costs for
feed
ingredients, processing, packaging, transportation
and labor.
“In the second quarter of fiscal 2022, our total
dozens sold increased to 276.1 million versus
273.7
million
in
the
prior-year
period.
Food
service
demand
has
continued
to
improve
steadily,
resulting in
better overall egg
supply and
demand balance as
restaurant traffic increased.
In addition,
a stronger export market supported demand
for shell eggs and egg products.
“The table egg layer hen inventory reported by
the USDA as of December
1, 2021, was 327.8
million, an increase versus
the prior year and
trending below the five
-year-average. The
USDA also
reported
that
the
egg-type
chick
hatch
from
July
2021
through
November
2021
decreased
2.0
percent
compared
to
the
prior-year
period.
As
of
December
1,
2021,
eggs
in
incubators
totaled
48.4 million, down 9.1 percent year over
year.
"For the second quarter of fiscal
2022, specialty egg sales totaled
$155.9 million, accounting
for 41.1 percent
of total
shell egg
revenue, compared
with $134.1
million, or
39.7 percent,
for the
prior-year
quarter.
Specialty egg
dozens sold
were 30.3
percent of
total dozens
sold in
the second
quarter
of
fiscal
2022
compared
with
26.4
percent
in
the
second
quarter
of
fiscal
2021.
Higher
specialty egg revenue reflects a 15.7 percent increase in specialty dozens sold in the second quarter
of fiscal
2022 compared
to the
prior-year
period, while
specialty egg
prices were
relatively flat,
up
0.4 percent
versus the
second quarter
of fiscal
- We
continue to
focus on
offering a
favorable
product mix that
meets the needs
of our customers,
including conventional,
cage-free, organic
and
other specialty eggs and egg
products. Consumer preference
for specialty eggs, including
cage-free
eggs,
continues
to
expand.
Cage-free
egg
sales
comprised
24.0
percent
of
total
sales
in
second
quarter fiscal 2022 and 23.8 percent of total
sales fiscal year-to-date.
“We are focusing
on opportunities
to enhance
our product
portfolio. During the
second quarter
of fiscal 2022, we announced a strategic investment in a new
business, MeadowCreek Foods, an egg
products operation
located in
Neosho, Missouri,
with an
initial focus
on offering
hard-cooked
eggs.
Cal-Maine Foods
will serve as
the preferred provider
to supply specialty
and conventional
eggs that
MeadowCreek
needs
to
manufacture
egg
products.
This
is
an
exciting
opportunity
to
expand
our
presence
in
the
egg
products
sector.
We
believe
we
have
the
right
team
in
place
to
execute
this
strategy and
look forward
to extending
our market
reach to
provide
egg products
for institutional,
food service
and retail
needs. Our
focus on
hard-cooked offerings
allows us
to harness
more value
from medium grade
eggs typically produced
in the pre-peak
phase of lay
and augment our
expansion
into this nutritious and portable protein category.
CALM Reports Second Quarter Fiscal 2022
Results
Page 2
December 28, 2021
-MORE-
“We
have
also
worked
hard
to
identify
further
growth
opportunities
in
line
with
expanding
consumer demand and state requirements for cage-free eggs. In
October, we announced that our Board of
Directors approved a $23.0
million capital project to
expand the Company’s
cage-free egg production at
our Okeechobee, Florida, facility, which will add
capacity for approximately 400,000 cage-free hens and
210,000 pullets. This
most recent expansion
project in Florida
supports our strategy
to position Cal-Maine
Foods as an
industry leader in
meeting the growing
demand for specialty
egg offerings,
including cage-
free eggs.
“We
are
also
pleased
to
announce
that
effective
December
5,
2021,
we
made
an
additional
investment in Southwest Specialty
Eggs, LLC, to
acquire warehouse and distribution
capability to expand
Southwest Specialty Egg’s
total customer base
in the southern
California, Arizona and
Nevada markets.
Given
the
cage-free egg
requirement in
California
will
take
effect
on
January 1,
2022,
we
believe
this
investment will
be immediately
accretive given
our enhanced
ability
to better
utilize our
cage-free egg
offerings and support the sales and
distribution of other specialty eggs into
these important retail markets.
“For second quarter fiscal year
2022, we reported an operating
loss of $2.1 million compared
with
operating income
of
$14.5
million
for the
prior-year
period.
Our
results reflect
the
current
inflationary
environment with higher
costs for feed,
labor, packaging
and delivery.
Farm production costs
per dozen
for the second quarter of fiscal 2022 were up 21.6 percent compared to the second quarter of fiscal 2021,
an increase primarily tied to higher feed costs per
dozen produced, which were up 29.0 percent compared
with
the
prior-year
period.
For the
second
quarter
of
fiscal
2022,
the
average
Chicago
Board
of
Trade
(“CBOT”)
daily
market
price
was
$5.43
per
bushel
for
corn
and
$338
per
ton
for
soybean
meal,
representing an
increase of
38.4 percent
and decrease
of 5.9
percent, respectively, compared to
the average
daily CBOT
prices for
the second
quarter of
fiscal 2021.
Corn and
soybean supplies
remained tight
relative
to demand, primarily related to higher export demand, as
well as weather-related shortfalls in production
and yields.
We
expect market
prices for
our primary
feed ingredients
to remain
volatile this
fiscal year,
given
the
ongoing
disruptions
related
to
the
COVID-19
global
pandemic,
weather
fluctuations,
geopolitical issues and overall reduced carryout levels for primary feed ingredients.
“In
spite
of
current
and
expected
inflationary
headwinds,
we
remain
focused
on
what
we
can
control
by
managing
our
costs
and
running
efficient
operations.
We
are
extremely
proud
of
our
teams
across
our
operations
who
have
demonstrated
resilience
throughout
the
challenges
of
the
COVID-19
global
pandemic
and
have
continued
to
meet
the
needs
of
our
customers.
Due
to
their
efforts,
our
operations
have
run
very
well
with
strong
key
performance
metrics.
While
we
continue
to
face
a
challenging environment, our mission is still the same – to be the most efficient and sustainable producer
of fresh
shell eggs
and egg
products. We
are mindful
of our
essential role
to support
the
nation’s
food
supply with nutritious and
affordable protein. We are confident we have
the right strategy
in place to meet
this
objective,
with
a
proven
operating
model
that
will
drive
long-term
growth.
Importantly,
we
have
sufficient
capital
to
fund
internal
expansion
projects
and
consider
potential
acquisitions
to
support
our
strategy. Above all, we will strive to meet the demands of our valued customers and deliver greater value
to our shareholders,” added Baker.
Pursuant to
Cal-Maine Foods’
variable dividend
policy,
for each
quarter in
which the
Company
reports
net
income,
the
Company
pays
a
cash
dividend
to
shareholders
in
an
amount
equal
to
one-third
of
such
quarterly
income.
Following
a
quarter
for
which
the
Company
does
not
report
net
income, the Company
will not
pay a dividend
with respect
to that quarter
or for a
subsequent profitable
quarter until the Company is
profitable on a cumulative basis
computed from the date of
the most recent
quarter for
which a
dividend was
paid. Therefore,
the Company
will not
pay a
dividend with
respect to
the second
quarter of
fiscal
- As
of November
27, 2021,
the total
cumulative
loss
to be
recovered
before payment of a dividend was $21.1
million.
CALM Reports Second Quarter Fiscal 2022
Results
Page 3
December 28, 2021
-MORE-
Select operating
statistics for
the second
quarter of
fiscal 2022
compared with
the prior-year
period are
shown below:
13 Weeks Ended
26 Weeks Ended
November 27,
2021
November 28,
2020
November 27,
2021
November 28,
2020
Dozen Eggs Sold (000)
276,108
273,651
535,493
537,645
Dozen Eggs Produced (000)
256,786
251,914
493,244
483,075
% Specialty Sales (dozen)
30.3
%
26.4
%
29.6
%
26.2
%
% Specialty Sales (dollars)
41.1
%
39.7
%
42.0
%
42.2
%
Net Average Selling Price (per
dozen)
$
1.373
$
1.227
$
1.308
$
1.154
Net Average Selling Price Specialty
Eggs (per dozen)
$
1.862
$
1.854
$
1.857
$
1.866
Feed Cost (per dozen)
$
0.529
$
0.410
$
0.537
$
0.399
Cal-Maine Foods,
Inc. is primarily
engaged in
the production,
grading, packing,
marketing and
distribution of
fresh shell
eggs, including conventional, cage-free, organic, free-range, pasture-raised and nutritionally
enhanced eggs. The Company, which is
headquartered in Ridgeland,
Mississippi, is the largest
producer and distributor
of fresh shell eggs
in the United
States and sells the
majority of its shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.
Statements contained in this
press release that are not historical facts are forward-looking statements as
that term is defined
in the Private Securities
Litigation Reform Act of
- The forward-looking
statements are based
on management’s
current intent,
belief, expectations, estimates
and projections regarding our company and
our industry. These statements
are not guarantees of
future
performance
and
involve
risks,
uncertainties,
assumptions
and
other
factors
that
are
difficult
to
predict
and
may
be
beyond
our
control. The factors that
could cause actual
results to differ materially
from those projected in the
forward-looking statements include,
among others,
(i) the
risk factors
set forth
in the
Company’s
SEC filings
(including its
Annual Reports
on Form
10-K,
Quarterly
Reports on
Form 10-Q
and Current
Reports on
Form 8-K),
(ii) the
risks and
hazards inherent
in the
shell egg
business (including
disease, pests, weather conditions and
potential for recall), (iii)
changes in the demand for
and market prices of shell
eggs and feed
costs, (iv) our ability to predict
and meet demand for cage-free and
other specialty eggs, (v) risks, changes or obligations
that could
result from our future acquisition of new flocks or businesses and
risks or changes that may
cause conditions to completing a
pending
acquisition not
to be
met, (vi) risks
relating
to the
evolving COVID-19
pandemic, including
without limitation
increased costs
and
growing inflationary
rates and (vii)
adverse results
in pending litigation
matters. SEC filings
may be obtained
from the
SEC or the
Company’s
website
,
www.calmainefoods.com
.
Readers
are
cautioned
not
to
place
undue
reliance
on
forward-looking
statements
because,
while
we
believe
the
assumptions
on
which
the
forward-looking
statements
are
based
are
reasonable,
there
can
be
no
assurance that these forward
-looking statements will prove
to be accurate. Further,
the forward-looking statements
included herein
are only made as of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise required by law, we
disclaim any intent or obligation to publicly update these forward-looking statements, whether as a result
of new information, future
events or otherwise.
CALM Reports Second Quarter Fiscal 2022
Results
Page 4
December 28, 2021
-MORE-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands, except per share amounts)
SUMMARY STATEMENTS
OF OPERATIONS
13 Weeks Ended
26 Weeks Ended
November 27,
2021
November 28,
2020
November 27,
2021
November 28,
2020
Net sales
$
390,903
$
347,328
$
722,607
$
640,110
Cost of sales
347,156
288,877
672,215
564,894
Gross profit
43,747
58,451
50,392
75,216
Selling, general and administrative
47,780
43,873
94,305
87,838
(Gain) loss on disposal of fixed assets
(1,968)
99
(2,181)
122
Operating income (loss)
(2,065)
14,479
(41,732)
(12,744)
Other income, net
2,533
1,438
8,336
3,136
Income (loss) before income taxes
468
15,917
(33,396)
(9,608)
Income tax (expense) benefit
(677)
3,762
(16,515)
(2,364)
Net loss (loss)
1,145
12,155
(16,881)
(7,244)
Less: Loss attributable to noncontrolling interest
(28)
—
(28)
—
Net income (loss) attributable to Cal-Maine
Foods, Inc.
$
1,173
$
12,155
$
(16,853)
$
(7,244)
Net income (loss) per common share:
Basic
$
0.02
$
0.25
$
(0.34)
$
(0.15)
Diluted
$
0.02
$
0.25
$
(0.34)
$
(0.15)
Weighted average shares outstanding:
Basic
48,857
48,501
48,859
48,501
Diluted
49,016
48,645
48,859
48,501
CALM Reports Second Quarter Fiscal 2022
Results
Page 5
December 28, 2021
-END-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands)
SUMMARY BALANCE SHEETS
November 28, 2021
May 29, 2021
ASSETS
Cash and short-term investments
$
85,156
$
169,510
Receivables, net
152,958
126,639
Inventories
236,201
218,375
Prepaid expenses and other current assets
6,814
5,407
Current assets
481,129
519,931
Property, plant and equipment, net
667,250
589,417
Other noncurrent assets
83,615
119,826
Total
assets
$
1,231,994
$
1,229,174
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$
115,619
$
89,191
Current portion of lease obligations
769
906
Current liabilities
116,388
90,097
Lease obligations, less current maturities
1,124
1,472
Deferred income taxes and other liabilities
117,059
124,824
Stockholders' equity
997,423
1,012,781
Total
liabilities and stockholders' equity
$
1,231,994
$
1,229,174