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):
September 27, 2022
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 September 27, 2022, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing its financial results for the
first quarter ended August 27, 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 September 27, 2022
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:
September 27, 2022
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 RECORD SALES FOR FISCAL FIRST
QUARTER 2023, ANNOUNCES QUARTERLY CASH DIVIDEND
RIDGELAND,
Miss.
(September
27,
2022)
-
Cal-Maine
Foods,
Inc.
(NASDAQ:
CALM)
(“Cal-Maine
Foods”,
or
the
“Company”),
the
largest
producer
and
distributor
of
fresh
shell
eggs
in
the
United
States,
today
reported
results
for
the
first
quarter
of
fiscal
2023
(thirteen
weeks)
ended
August
27,
2022.
First Quarter Fiscal 2023 Highlights
●
Record
quarterly
net
sales
of
$658.3
million,
a
103%
increase
compared
with
the
same
quarter
last
year,
driven
by
record
average
conventional
selling
price
and
record
specialty
sales
volume
●
First
quarter
net
income
of
$125.3
million,
or
$2.58
per
basic
and
$2.57
per
diluted
common
share
●
First
quarter
gross
profit
margin
of
33.0%
●
Announces
first
quarter
fiscal
2023
cash
dividend
of
$0.85
per
share
Overview
Dolph
Baker,
chairman
and
chief
executive
officer
of
Cal-Maine
Foods,
commented,
“We
are
pleased
to
begin
fiscal
2023
with
record
quarterly
sales
for
Cal-Maine
Foods.
We
benefitted
from
higher
average
selling
prices
and
record
specialty
egg
sales
volumes
leading
to
historic
Company
record
revenue
for
both
conventional
and
specialty
shell
eggs.
We
continue
to
focus
on
offering
consumers
a
choice
with
a
favorable
product
mix
in
line
with
changing
demand
trends.
We
believe
this
strategy
has
created
momentum
across
retail
channels
and
delivered
a
performance
that
has
outpaced
the
industry.
“Our
operations
ran
well
during
the
quarter,
and
we
are
pleased
with
our
ability
to
manage
the
business
despite
significant
inflationary
pressures
contributing
to
rising
costs
for
feed,
labor,
packaging,
and
distribution,
among
other
costs.
We
remain
focused
on
the
aspects
of
the
business
we
can
control
with
a
shared
commitment
across
Cal-Maine
Foods’
operations
to
be
the
most
efficient
and
sustainable
producer
of
fresh
shell
eggs
and
egg
products
in
the
United
States.”
Max
Bowman,
chief
financial
officer
of
Cal-Maine
Foods,
added,
“Our
financial
performance
over
the
quarter
reflects
our
ability
to
execute
our
operating
strategy
in
dynamic
conditions,
while
continuing
to
meet
the
expanding
needs
of
our
customers.
The
significant
increase
in
pricing
and
favorable
volume
trends
in
specialty
egg
sales,
along
with
efficient
expense
management,
led
to
improved
profitability
with
a
gross
profit
margin
of
33.0%
for
the
first
quarter
of
fiscal
2023.
“Egg
prices
continued
to
move
higher
during
the
quarter
as
supply
tightened
due
to
the
impact
of
the
highly
pathogenic
avian
influenza
(“HPAI”)
outbreak
and
good
customer
demand
for
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 2
September 27, 2022
-MORE-
conventional
eggs.
Conventional
egg
net
average
selling
price
per
dozen
increased
to
$2.368
compared
with
$0.990
a
year
ago,
and
both
conventional
and
specialty
egg
revenue
reached
record
levels
for
the
first
quarter
of
fiscal
2023.
Net
average
selling
price
for
specialty
eggs
rose
12.2%
to
$2.101
per
dozen,
compared
with
$1.872
per
dozen
for
the
first
quarter
of
2022.
We
saw
our
highest
ever
quarterly
sales
of
specialty
eggs
of
$200.8
million,
or
31.8
%
of
total
shell
egg
revenue.
Specialty
dozens
sold
were
34.7%
of
total
dozens
sold
compared
with
27.8%
in
the
prior-year
period.”
13 Weeks Ended
August 27, 2022
August 28, 2021
Dozen
Eggs
Sold
(000)
275,317
254,622
Conventional
Dozen
Eggs
Sold
(000)
179,712
183,872
Specialty
Dozen
Eggs
Sold
(000)
95,605
70,750
Dozen
Eggs
Produced
(000)
257,654
236,458
%
Specialty
Sales
(dozen)
34.7
%
27.8
%
%
Specialty
Sales
(dollars)
31.8
%
42.0
%
Net
Average
Selling
Price
(per
dozen)
$
2.275
$
1.235
Net
Average
Selling
Price
Conventional
Eggs
(per
dozen)
$
2.368
$
0.990
Net
Average
Selling
Price
Specialty
Eggs
(per
dozen)
$
2.101
$
1.872
Feed
Cost
(per
dozen)
$
0.667
$
0.545
Sales Performance & Operating Highlights
Net
sales
in
the
first
quarter
of
fiscal
2023
were
$658.3
million,
compared
with
$325.0
million
in
the
first
quarter
of
fiscal
2022.
The
Company
reported
net
income
of
$125.3
million,
or
$2.58
per
basic
and
$2.57
per
diluted
common
share,
compared
with
a
net
loss
of
$18.0
million,
or
$0.37
per
basic
and
diluted
common
share,
in
the
prior-year
period.
For
the
first
quarter
of
fiscal
2023,
total
dozens
sold
increased
8.1%
to
275.3
million
versus
254.6
million
in
the
prior-year
quarter,
in
part
driven
by
strong
sales
volumes
in
the
specialty
eggs
category.
Conventional
egg
volumes
sold
decreased
2.3%
compared
with
first
quarter
2022,
while
specialty
egg
volumes
sold
increased
by
35.1%.
This
increase
in
demand
for
specialty
eggs
was
positively
affected
by
the
higher
conventional
egg
prices
as
compared
to
the
same
period
in
the
prior
year.
Demand
was
further
positively
affected
by
California’s
and
Massachusetts’
cage-free
mandate
going
into
effect
January
1,
2022,
as
well
as
more
retailers
shifting
to
selling
more
cage-free
products.
The
Company
reported
operating
income
of
$163.9
million
for
the
first
quarter
of
fiscal
2023
compared
with
an
operating
loss
of
$39.7
million
in
the
prior-year
quarter.
The
Company
continued
to
navigate
through
a
tight
labor
market
with
higher
wages
and
incurred
higher
distribution
costs
due
to
the
increase
in
fuel
prices
compared
to
the
first
quarter
of
fiscal
2022.
Overall,
farm
production
costs
per
dozen
increased
16.5%,
or
$0.148,
compared
with
the
prior-year
period,
primarily
tied
to
significantly
higher
feed
costs.
For
the
first
quarter
of
fiscal
2023,
feed
costs
per
dozen
were
$0.667,
a
22.4%
increase
compared
with
the
first
quarter
of
fiscal
2022.
Supplies
of
corn
and
soybean
remained
tight
relative
to
demand
in
first
quarter
of
fiscal
2023
as
evidenced
by
a
low
stock-to-use
ratio
for
corn,
as
result
of
weather-related
shortfalls
in
production
and
yields,
ongoing
disruptions
related
to
the
COVID-19
global
pandemic
and
the
Russia-Ukraine
war
and
its
impact
on
the
export
markets.
Basis
levels
for
corn
ran
significantly
higher
in
the
Company’s
area
of
operations
compared
to
prior
year
first
fiscal
quarter.
For
fiscal
2023,
the
Company
expects
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 3
September 27, 2022
-MORE-
continued
corn
and
soybean
upward
pricing
pressures
and
further
market
volatility
to
affect
feed
costs.
Product Mix & Cage-Free Eggs
Providing
customers
with
a
favorable
product
mix
is
an
important
differentiator
for
Cal-
Maine
Foods.
Specialty
eggs
are
an
integral
part
of
the
Company’s
growth
strategy
and
remain
a
primary
focus
for
fiscal
2023.
Cal-Maine
Foods
continues
to
make
significant
investments
in
production
capacity
to
meet
the
demand
for
specialty
eggs,
including
cage-free
eggs,
as
customer
demand
has
evolved
in
line
with
state
requirements.
A
significant
number
of
Cal-Maine
Foods’
customers
have
previously
announced
goals
to
offer
cage-free
eggs
exclusively
on
or
before
2026,
subject
in
most
cases
to
availability
of
supply,
affordability
and
customer
demand,
among
other
contingencies.
Some
of
these
customers
have
recently
changed
those
goals
to
offer
70%
cage-free
eggs
by
the
end
of
2030.
The
Company’s
customers
typically
do
not
commit
to
long-term
purchases
of
specific
quantities
or
types
of
eggs,
and
as
a
result,
it
is
difficult
to
accurately
predict
customer
requirements
for
cage-free
eggs.
The
Company
continues
to
engage
with
its
customers
in
efforts
to
achieve
a
smooth
transition
toward
meeting
their
announced
goals
and
needs.
Sales
of
cage-free
eggs
represented
approximately
19.4%
of
shell
egg
revenues
for
the
first
quarter
of
fiscal
2023.
Cage-free
dozens
sold
increased
58%
in
the
first
quarter
of
fiscal
2023
as
compared
to
the
first
quarter
of
fiscal
2022.
Cal-Maine
Foods
has
invested
significant
capital
in
recent
years
to
acquire
and
construct
cage-free
facilities
and
remains
focused
on
future
expansion
projects
that
will
include
cage-free
facilities.
At
the
same
time,
the
Company
understands
the
importance
of
continuing
to
provide
more
affordable
conventional
eggs
in
order
to
provide
its
customers
with
a
variety
of
egg
choices
and
to
address
hunger
in
more
communities.
Table Egg Supply Outlook
Layer
hen
numbers
reported
by
the
USDA
as
of
September
21,
2022,
were
305.3
million,
which
represents
a
decrease
of
4.6%
compared
with
the
layer
hen
inventory
a
year
ago.
The
USDA
also
reported
that
the
hatch
from
April
2022
through
August
2022
decreased
0.5%
as
compared
with
the
prior-year
period.
As
of
September
1,
2022,
however,
eggs
in
incubators
were
up
9.0%
year-
over-year,
indicating
that
layer
flocks
may
increase
in
the
future.
Cal-Maine
Foods
continues
to
monitor
the
current
outbreak
of
highly
pathogenic
avian
influenza
(“HPAI”),
that
was
first
detected
in
commercial
flocks
in
the
U.S.
in
February
2022
and,
which
was
most
recently
detected
in
commercial
flocks
in
the
U.S.
in
September
2022.
According
to
the
U.S.
Centers
for
Disease
Control
and
Prevention,
these
detections
do
not
present
an
immediate
public
health
concern.
There
have
been
no
positive
tests
for
HPAI
at
any
Cal-Maine
Foods’
owned
or
contracted
production
facility
as
of
September
27,
2022.
The
USDA
division
of
Animal
and
Plant
Health
Inspection
Service
(“APHIS”)
reported
that
approximately
35.6
million
commercial
layer
hens
and
1.0
million
pullets
have
been
depopulated
due
to
HPAI.
According
to
APHIS,
the
most
recently
reported
outbreaks
of
HPAI
affecting
commercial
layer
hens
and
pullets
occurred
September
21,
2022,
and
June
9,
2022,
respectively.
The
Company
believes
that
HPAI
outbreak
will
continue
to
have
an
impact
on
the
overall
supply
of
eggs
through
the
balance
of
this
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 4
September 27, 2022
-MORE-
calendar
year
and
possibly
beyond.
According
to
LEAP
Market
Analytics,
layer
hen
inventory
is
not
projected
to
exceed
the
320
million
mark
until
October
of
2023.
While
no
farm
is
immune
from
HPAI,
Cal-Maine
Foods
believes
it
has
implemented
and
continues
to
maintain
robust
biosecurity
programs
across
all
its
locations.
The
Company
is
also
working
closely
with
federal,
state
and
local
government
officials
and
focused
industry
groups
to
mitigate
the
risk
of
this
and
future
outbreaks
and
effectively
manage
a
response,
if
needed.
Dividend Payment
For
first
quarter
2023,
Cal-Maine
Foods
will
pay
a
cash
dividend
of
approximately
$o.85
per
share
to
holders
of
its
common
and
Class
A
common
stock.
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.
The
amount
paid
per
share
will
vary
based
on
the
number
of
outstanding
shares
on
the
record
date.
The
dividend
is
payable
on
November
10,
2022,
to
holders
of
record
on
October
26,
2022.
About Cal-Maine Foods
Cal-Maine
Foods,
Inc.
is
primarily
engaged
in
the
production,
grading,
packing,
marketing
and
distribution
of
fresh
shell
eggs,
including
conventional,
cage-free,
organic,
brown,
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.
Forward Looking Statements
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
1995.
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), including
but
not limited
to the
most recent
outbreak of
highly pathogenic
avian influenza affecting
poultry in the
U.S., Canada and
other countries
that was first
detected
in commercial
flocks
in the
U.S. in
February 2022,
(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
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 5
September 27, 2022
-MORE-
pending
acquisition
not
to
be
met,
(vi)
risks
relating
to
the
evolving
COVID-19
pandemic,
including without
limitation increased
costs, rising
inflation and
interest rates,
which generally
have been exacerbated
by Russia’s invasion
of Ukraine starting
in February 2022,
(vii) our ability
to retain existing customers, acquire new customers and grow our
product mix and (viii) 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.
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 6
September 27, 2022
-MORE-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In
thousands,
except
per
share
amounts)
SUMMARY STATEMENTS OF OPERATIONS
13 Weeks Ended
August 27, 2022
August 28, 2021
Net
sales
$
658,344
$
324,986
Cost
of
sales
440,854
318,341
Gross
profit
217,490
6,645
Selling,
general
and
administrative
53,607
46,525
(Gain)
loss
on
disposal
of
fixed
assets
33
(213)
Operating
income
(loss)
163,850
(39,667)
Other
income,
net
1,630
5,803
Income
(loss)
before
income
taxes
165,480
(33,864)
Income
tax
expense
(benefit)
40,346
(15,838)
Net
income
(loss)
125,134
(18,026)
Less:
Loss
attributable
to
noncontrolling
interest
(153)
—
Net
income
(loss)
attributable
to
Cal-Maine
Foods,
Inc.
$
125,287
$
(18,026)
Net
income
(loss)
per
common
share:
Basic
$
2.58
$
(0.37)
Diluted
$
2.57
$
(0.37)
Weighted
average
shares
outstanding:
Basic
48,623
48,858
Diluted
48,811
48,858
Cal-Maine Foods Announces Record Sales for First Quarter 2023
Page 7
September 27, 2022
-END-
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
(Unaudited)
(In thousands)
SUMMARY BALANCE SHEETS
August 27, 2022
May 28, 2022
ASSETS
Cash
and
short-term
investments
$
281,805
$
174,513
Receivables,
net
220,364
219,404
Inventories,
net
265,754
263,316
Prepaid
expenses
and
other
current
assets
10,965
4,286
Current
assets
778,888
661,519
Property,
plant
and
equipment,
net
688,656
677,796
Other
noncurrent
assets
87,185
88,174
Total
assets
$
1,554,729
$
1,427,489
LIABILITIES
AND
STOCKHOLDERS'
EQUITY
Accounts
payable
and
accrued
expenses
$
188,689
$
148,018
Dividends
payable
41,742
36,656
Current
liabilities
230,431
184,674
Deferred
income
taxes
and
other
liabilities
136,335
138,470
Stockholders'
equity
1,187,963
1,104,345
Total
liabilities
and
stockholders'
equity
$
1,554,729
$
1,427,489