Cal-Maine Foods Inc 10-K for FY2022
Cal-Maine Foods Inc (CALM)
10-K
2022-07-19
For: 2022-05-28
View Original
Added on
April 11, 2026
About this 10-K
Cal-Maine Foods Inc filed this 10-K on July 19, 2022, covering the fiscal year ended May 28, 2022 (FY2022).
Headline figures
Fiscal year ended May 28, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.78B
- up 31.7% from $1.35B a year earlier
- Net income
- $132.65M
- up 6339.3% from net income of $2.06M a year earlier
- Diluted EPS
- $2.72
- up 6700.0% from $0.04 a year earlier
1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”,
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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The aggregate market value, as reported by The NASDAQ Global Select Market, of the registrant’s Common Stock, $0.01 par value, held by
non-affiliates at November 26, 2021, which was the date of the last business day of the registrant’s most recently completed second fiscal
quarter, was $
1,428,527,739
.
As of July 19, 2022,
Common Stock, $0.01 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant’s Definitive Proxy Statement
for its 2022 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this report.
2
TABLE OF CONTENTS
Item
Page
Number
1.
1A.
1B.
2.
3.
4.
5.
6.
7.
7A.
8.
9.
9A.
9B.
9C.
10.
11.
12.
13.
14.
15.
16.
3
PART I.
FORWARD -LOOKING STATEMENTS
This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the
“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to, among other things,
our shell egg business, including estimated future production data, expected construction schedules, projected construction costs,
potential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact on
our business of the COVID-19 pandemic, potential future impact on our business of new legislation, rules or policies, potential
outcomes of legal proceedings, and other projected operating data, including anticipated results of operations and financial
condition. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,”
“may,” “should,” “plans,” “projected,” “contemplates,” “anticipates,” or similar words. Actual outcomes or results could differ
materially from those projected in the forward-looking statements. The forward-looking statements are based on management’s
current intent, belief, expectations, estimates, and projections regarding the Company and its 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 Item 1A Risk Factors and elsewhere in this report as
well as those included in other reports we file from time to time with the Securities and Exchange Commission (the “SEC”)
(including our 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 product recall), including but not limited to the most
recent outbreak of highly pathogenic avian influenza (“HPAI”) 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 pending acquisition not to be met, (vi) risks relating to the evolving COVID-19 pandemic, including without
limitation increased costs and 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. 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, 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 because of new
information, future events, or otherwise.
ITEM 1. BUSINESS
Our Business
We are the largest producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable producer
and reliable supplier of consistent, high quality fresh shell eggs and egg products in the country, demonstrating a "Culture of
Sustainability" in everything we do, and creating value for our shareholders, customers, team members and communities. We sell
most of our shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. and aim to maintain
efficient, state-of-the-art operations located close to our customers. We were founded in 1957 by the late Fred R. Adams, Jr. and
are headquartered in Ridgeland, Mississippi.
The Company has one operating segment, which is the production, grading, packaging, marketing and distribution of shell eggs.
Our integrated operations consist of hatching chicks, growing and maintaining flocks of pullets, layers and breeders,
manufacturing feed, and producing, processing, packaging, and distributing shell eggs. Layers are mature female chickens, pullets
are female chickens usually less than 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to
be hatched for egg production flocks. Our total flock as of May 28, 2022 consisted of approximately 42.2 million layers and 11.5
million pullets and breeders.
Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs. Specialty
eggs encompass a broad range of products. We classify nutritionally enhanced, cage-free, organic, free-range, pasture-raised and
brown eggs as specialty eggs for accounting and reporting purposes. We classify all other shell eggs as conventional products.
While we report separate sales information for these egg types, there are many cost factors that are not specifically available for
conventional or specialty eggs due to the nature of egg production. We manage our operations and allocate resources to these
types of eggs on a consolidated basis based on the demands of our customers.
4
Throughout the Company’s history, we have acquired other companies in our industry. Since 1989 through our fiscal year ended
May 28, 2022, we have completed 23 acquisitions ranging in size from 160 thousand layers to 7.5 million layers. Most recently,
effective on May 30, 2021, the Company acquired the remaining 50% membership interest in Red River Valley Egg Farm, LLC
(“Red River”), which owns and operates a specialty shell egg production complex that includes 1.7 million cage-free hens. For
further description of this transaction, refer to Part II. Item 8. Notes to the Consolidated Financial Statements,
.
In fiscal 2021, we announced that our Board of Directors approved several new capital projects with an estimated cost of $105
million to further expand the Company’s cage-free egg production capabilities. These projects include expanding our cage-free
egg production at our Okeechobee, Florida, production facility. The project is designed to include the construction of two cage-
free layer houses and one cage-free pullet house with capacity for approximately 400 thousand cage-free hens and 210 thousand
pullets, respectively. Construction is well underway, with the first pullets placed in mid-May 2022, the first layer house to be
finished by September 2022, and with the second layer house and project completion expected by January 2023. In Delta, Utah,
we are constructing four new cage-free layer houses and two pullet house conversions with capacity for approximately 810
thousand cage-free layer hens, which is expected to be completed by fall of 2023. At our Guthrie, Kentucky farm, we are
converting existing facilities into nine cage-free layer houses and two pullet houses with capacity for approximately 953 thousand
cage-free hens, which is expected to be completed by spring of 2025. The Company plans to fund these projects through a
combination of available cash on hand, investments and operating cash flow.
In October 2021, we announced a strategic investment in MeadowCreek Foods, LLC, that will specialize in high value
commercial product solutions targeting specific needs in the food industry. For further description of this transaction, refer to “—
Egg Products” below.
Effective December 5, 2021, we made an additional investment in our joint venture Southwest Specialty Eggs, LLC (“Southwest
Specialty”), to acquire warehouse and distribution capability to expand Southwest Specialty’ customer base in the southern
California, Arizona and Nevada markets.
Subsequent to the end of fourth quarter 2022, the Company’s Board of Directors approved a capital project to expand the
Company’s cage-free production capabilities. The proposed project at Chase, Kansas will convert existing conventional layer
capacity to cage-free capacity for approximately 1.5 million cage-free hens and include remodels of all remaining pullet facilities.
Work is expected to commence immediately with project completion expected by year-end 2025.
When we use “we,” “us,” “our,” or the “Company” in this report, we mean Cal-Maine Foods, Inc. and our consolidated
subsidiaries, unless otherwise indicated or the context otherwise requires. Our fiscal year 2022 ended May 28, 2022, and the first
three fiscal quarters of fiscal 2022 ended August 28, 2021, November 27, 2021, and February 26, 2022. All references herein to
a fiscal year means our fiscal year and all references to a year mean a calendar year.
Industry Background
According to the U.S. Department of Agriculture (“USDA”) Agricultural Marketing Service in 2021, approximately 71% of table
eggs produced in the U.S. were sold as shell eggs, with 55.7% sold through food at home outlets such as grocery and convenience
stores, 11.9% sold to food-away-from home channels such as restaurants and 3.7% that are exported. The USDA estimates that
29% of eggs produced in the U.S. are sold as egg products (shell eggs broken and sold in liquid, frozen, or dried form) to
institutions (e.g. companies producing baked goods). For information about egg producers in the U.S., see “Competition” below.
We are closely monitoring the latest outbreak of highly pathogenic avian influenza (“HPAI”) that was first detected in commercial
flocks in the U.S. in February 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 July 19, 2022. The USDA division of Animal and Plant Health Inspection Service (“APHIS”)
reported that approximately 30.7 million commercial layer hens have been depopulated due to HPAI, representing approximately
9.5% of the table layer flock based on February 2022 reported layer numbers. Pullets impacted comprise approximately 1.0
million. According to APHIS, the most recently reported outbreaks of HPAI affecting commercial layer hens and pullets occurred
June 7, 2022 and June 9, 2022, respectively. We believe the HPAI outbreak will continue to impact the overall supply of eggs
until the layer hen flock is fully replenished. While no farm is immune from HPAI, we believe we have implemented and continue
to maintain robust biosecurity programs across our locations. We are 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 our response, if
needed.
Given historical consumption trends, we believe in the U.S. that general demand for eggs increases basically in line with the
overall U.S. population growth. Specific events can impact egg consumption in a particular period, as occurred with the 2015
5
HPAI outbreak, the pandemic, and the most recent HPAI outbreak. For example, in 2015, egg consumption decreased
approximately 3.4% compared with 2014, primarily tied to a shortage of eggs resulting from an outbreak of HPAI in U.S.
commercial flocks in 2014 and 2015. In 2016, consumption rebounded and increased approximately 6.0% versus 2015 and 2.5%
versus the pre-shortage level of 2014. According to the USDA’s Economic Research Service, estimated annual per capita
consumption in the United States between 2016 and 2021 varied, ranging from 271 to 288 eggs. In calendar year 2021, per capita
U.S. consumption was estimated to be 280 eggs, or approximately 5.4 eggs per person per week. The USDA calculates per capita
consumption by dividing total shell egg disappearance in the U.S. by the U.S. population. Sales prices of eggs are dependent upon
many factors other than consumption. For information about shell egg prices see “Prices for Shell Eggs” below.
Prices for Shell Eggs
Wholesale shell egg sales prices are a critical component of revenue for the Company. Wholesale shell egg prices are volatile,
cyclical, and impacted by a number of factors, including consumer demand, seasonal fluctuations, the number and productivity
of laying hens in the U.S., the pandemic and outbreaks of HPAI . While we use several different pricing mechanisms in pricing
agreements with our customers, we believe the majority of conventional shell eggs sold in the U.S. in the retail and foodservice
channels are sold at prices that take into account, in varying ways, independently quoted wholesale market prices, such as those
published by Urner Barry Publications, Inc. ("UB") for shell eggs. We sell the majority of our conventional shell eggs based on
formulas that take into account, in varying ways, independently quoted regional wholesale market prices for shell eggs or formulas
related to our costs of production, which include the cost of corn and soybean meal. We do not sell eggs directly to consumers or
set the prices at which eggs are sold to consumers.
The weekly average price for the southeast region for large white conventional shell eggs as quoted by UB is shown below for
the past three fiscal years along with the five-year average price. As further discussed in
, conventional shell egg prices rose in our fourth quarter of fiscal 2022, due to the reduced
supply related to the HPAI outbreak first detected in commercial flocks in February 2022 and steady shell egg demand. In the
fourth quarter of fiscal 2020 there was a brief but significant increase in shell egg demand from retail consumers related to the
onset of the COVID-19 pandemic. The actual prices that we realize on any given transaction will not necessarily equal quoted
market prices because of the individualized terms that we negotiate with individual customers which are influenced by many
factors.
6
Specialty eggs are typically sold at prices and terms negotiated directly with customers. Historically, prices for specialty eggs
have experienced less volatility than prices for conventional shell eggs and have generally been higher due to customer and
consumer willingness to pay more for specialty eggs.
Feed Costs for Shell Egg Production
Feed is a primary cost component in the production of shell eggs and represented 61.9% of our fiscal 2022 farm production costs.
We routinely fill our storage bins during harvest season when prices for feed ingredients are generally lower. To ensure continued
availability of feed ingredients, we may enter into contracts for future purchases of corn and soybean meal, and as part of these
contracts, we may lock-in the basis portion of our grain purchases several months in advance. Furthermore, due to the more
limited supply for organic ingredients we may commit to purchase organic ingredients in advance to help assure supply.
Ordinarily, we do not enter into long-term contracts beyond a year to purchase corn and soybean meal or hedge against increases
in the prices of corn and soybean meal. As the quality and composition of feed is a critical factor in the nutritional value of shell
eggs and health of our chickens, we formulate and produce the vast majority of our own feed at our feed mills located near our
production plants. Our annual feed requirements for fiscal 2022 were 1.9 million tons of finished feed, of which we manufactured
1.8 million tons. We currently have the capacity to store 174 thousand tons of corn and soybean meal, and we replenish these
stores as needed throughout the year.
Our primary feed ingredients, corn and soybean meal, are commodities subject to volatile price changes due to weather, various
supply and demand factors, transportation and storage costs, speculators and agricultural, energy and trade policies in the U.S.
and internationally and most recently the Russia-Ukraine war. While we do not import corn or soy directly from the region, the
Russia-Ukraine war has had a negative impact on the worldwide supply of grain, including corn, putting upward pressure on
prices. We purchase the vast majority of our corn and soybean meal from U.S sources but may be forced to purchase
internationally when U.S. supplies are not readily available. Feed grains are currently available from an adequate number of
sources in the U.S. As a point of reference, a multi-year comparison of the average of daily closing prices per Chicago Board of
Trade for each period in our fiscal calendar are shown below for corn and soybean meal:
7
Shell Egg Production
Our percentage of dozens produced to sold was 94.3% of our total shell eggs sold in fiscal 2022, with 91.7% of such production
coming from company-owned facilities, and 8.3% from contract producers. Under a typical arrangement with a contract producer,
we own the flock, furnish all feed and critical supplies, own the shell eggs produced and assume market risks. The contract
producers own and operate their facilities and are paid a fee based on production with incentives for performance.
The commercial production of shell eggs requires a source of baby chicks for laying flock replacement. We grow the majority of
our chicks in our own breeder farms and hatcheries in a computer-controlled environment and obtain the balance from commercial
sources.
After eggs are produced, they are cleaned, graded and packaged. Substantially all our farms have modern “in-line” facilities which
mechanically gather, clean, grade and package the eggs at the location where they are laid. The in-line facilities generate
significant efficiencies and cost savings compared to the cost of eggs produced from non-in-line facilities, which process eggs
that have been laid at another location and transported to the facility. The in-line facilities also produce a higher percentage of
USDA Grade A eggs, which sell at higher prices. Eggs produced on farms owned by contractors are brought to our processing
plants to be graded and packaged. Because shell eggs are perishable, we do not maintain large egg inventories. Our egg inventory
averaged six days of sales during fiscal 2022. We believe our constant focus on production efficiencies and automation throughout
the supply chain enable us to be a low-cost supplier in our markets.
We are proud to have created and upheld what we believe is a leading poultry Animal Welfare Program (“AWP”). We have
aligned our AWP with regulatory, veterinary and our certifying bodies’ guidance to govern welfare of animals in our direct care,
our contract farmers’ care and our farmer-suppliers’ care. We continually review our program to monitor and evolve standards
that guide how we hatch chicks, rear pullets and nurture breeder and layer hens. At each stage of our animals’ lives, we are
dedicated to providing welfare conditions aligned to our commitment to the principles of the internationally recognized
Five
Freedoms of Animal Welfare
. Our standards apply to our enterprise and are tailored for our owned and contract grower operations
with oversights and approvals from senior members of our compliance team.
We do not use artificial hormones in the production of our eggs. Hormone use in the poultry and egg production industry has
been effectively banned in the U.S. since the 1950s. We have an extensive written protocol that allows the use of medically
important antibiotics only when animal health is at risk, consistent with guidance from the United States Food and Drug
Administration ("FDA") and the Guidance for Judicious Therapeutic Use of Antimicrobials in Poultry, developed by the
American Association of Avian Pathologists. When antibiotics are medically necessary, a licensed veterinary doctor will approve
and administer approved doses for a restricted period. Our programs are designed to ensure antibiotics are ordered and used only
when necessary and records of their usage – when and where – are maintained to monitor compliance with our protocols. We do
not use antibiotics for growth promotion or performance enhancement.
Specialty Eggs
We are one of the largest producers and marketers of value-added specialty shell eggs in the U.S., which continues to be a
significant and growing segment of the market. We classify nutritionally enhanced, cage-free, organic, free-range, pasture-raised,
and brown eggs as specialty eggs for accounting and reporting purposes. Specialty eggs are intended to meet the demands of
consumers who are sensitive to environmental, health and/or animal welfare issues.
As defined by the USDA, eggs packed in USDA grade marked consumer packages labeled as cage-free are laid by hens that are
able to roam vertically and horizontally in indoor houses and have access to fresh food and water. Cage-free systems must allow
hens to exhibit natural behaviors and include enrichments such as scratch areas, perches and nests. Hens must have access to
litter, protection from predators and be able to move in a barn in a manner that promotes bird welfare.
A significant number of our customers have 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. Additionally, several states
have passed legislation requiring the sale and production of only cage-free eggs within this time period and other states are
considering such requirements. We have monitored, and will continue to monitor, this legislation and any legal challenges to
these new laws. Recently, the Supreme Court of the U.S. announced that in October 2022 it will review a case challenging
California’s Proposition 12 that requires the sale of only cage-free eggs in that state. Our customers typically do not commit to
long-term purchases of specific quantities or types of eggs with us, and as a result, it is difficult to accurately predict customer
requirements for cage-free eggs. We are, however, engaging with our customers in an effort to achieve a smooth transition in
meeting their announced goals and needs. Sales of cage-free eggs represented approximately 22.1% of our shell egg revenues for
fiscal year 2022. At the end of our fiscal 2021, our production capacity for cage-free eggs exceeded our customers’ requirements;
8
however, as our customers have continued to transition to meet consumer demand and comply with their public commitments
and evolving legal requirements, and as HPAI has adversely impacted cage-free flocks, we believe current supply and demand
for cage-free eggs is more balanced and expect demand for cage-free eggs to continue to increase. We have invested significant
capital in recent years to acquire and construct cage-free facilities, and we expect our focus for future expansion will continue to
include cage-free facilities. At the same time, we understand the importance of our continued ability to provide more affordable
conventional eggs in order to provide our customers with a variety of egg choices and to address hunger in our communities.
We are a member of the Eggland’s Best, Inc. cooperative (“EB”) and produce, market, distribute and sell
Egg-Land’s Best®
Land O’ Lakes®
Land O’ Lakes®
produced by hens that are fed a whole-grain vegetarian diet. Our
Farmhouse Eggs
® brand eggs are produced at our facilities by
cage-free hens that are provided with a vegetarian diet. We market organic, vegetarian and omega-3 eggs under our
4-Grain®
brand, which consists of conventional and cage-free eggs. We also produce, market and distribute private label specialty shell
eggs to several customers.
Egg Products
Egg products are shell eggs broken and sold in liquid, frozen, or dried form. We sell liquid and frozen egg products primarily to
the institutional, foodservice and food manufacturing sectors in the U.S. Our egg products are sold through our wholly owned
subsidiaries American Egg Products, LLC located in Georgia and Texas Egg Products, LLC located in Texas.
During October 2021, we announced that our Board of Directors approved a strategic investment that will specialize in high-
value commercial product solutions targeting specific needs in the food industry. The initial focus will include hard-cooked eggs.
The new entity, located in Neosho, Missouri, will operate as MeadowCreek Foods, LLC (“MeadowCreek”). We have committed
up to $18.5 million in debt and equity capital to MeadowCreek for the purchase of property and equipment and to fund working
capital, and we retained a controlling interest in the venture. We will serve as the preferred provider to supply specialty and
conventional eggs that MeadowCreek needs to manufacture egg products. MeadowCreek’s marketing plan is designed to extend
our reach in the foodservice and retail marketplace and bring new opportunities in the restaurant, institutional and industrial food
products arenas. We anticipate that the MeadowCreek operation will initiate production late in our fiscal 2023 second quarter.
Summary of Conventional and Specialty Shell Egg and Egg Product Sales
The following table sets forth the contribution as a percentage of revenue and volumes of dozens sold of conventional and
specialty shell egg and egg product sales for the following fiscal years:
2022
2021
2020
Revenue
Volume
Revenue
Volume
Revenue
Volume
Conventional Eggs
59.8
%
69.0
%
56.8
%
73.2
%
61.4
%
76.1
%
Specialty Eggs
Egg-Land’s Best®
19.2
%
15.9
%
20.9
%
13.5
%
19.2
%
12.7
%
Other Specialty Eggs
17.3
%
15.1
%
19.1
%
13.3
%
16.7
%
11.2
%
Total Specialty Eggs
36.5
%
31.0
%
40.0
%
26.8
%
35.9
%
23.9
%
Egg Products
3.4
%
2.7
%
2.3
%
Marketing and Distribution
We sell most of our shell eggs in the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S. through our
extensive distribution network to a diverse group of customers, including national and regional grocery store chains, club stores,
companies servicing independent supermarkets in the U.S., foodservice distributors and egg product consumers. Some of our
sales are completed through co-pack agreements – a common practice in the industry whereby production and processing of
certain products are outsourced to another producer. Although we face intense competition from numerous other companies, we
believe that we have the largest market share for the sale of shell eggs in the grocery segment, including large U.S. food retailers.
We are a member of the Eggland’s Best, Inc. cooperative and produce, market, distribute and sell EB and Land O'Lakes branded
eggs, directly and through our joint ventures, Specialty Eggs, LLC and Southwest Specialty Eggs, LLC, under exclusive license
agreements in Alabama, Arizona, Florida, Georgia, Louisiana, Mississippi and Texas, and in portions of Arkansas, California,
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Nevada, North Carolina, Oklahoma and South Carolina. We also have an exclusive license in New York City in addition to
exclusivity in select New York metropolitan areas, including areas within New Jersey and Pennsylvania.
The majority of eggs sold are based on the daily or short-term needs of our customers. Most sales to established accounts are on
payment terms ranging from seven to 30 days. Although we have established long-term relationships with many of our customers,
most of them are free to acquire shell eggs from other sources.
The shell eggs we sell are either delivered to our customers’ warehouse or retail stores, by our own fleet or contracted refrigerated
delivery trucks, or are picked up by our customers at our processing facilities.
Customers
Our top three customers accounted for an aggregate of 45.9%, 48.6% and 51.1% of net sales dollars for fiscal 2022 , 2021, and
2020, respectively. Our largest customer, Walmart Inc. (including Sam's Club), accounted for 29.5%, 29.8% and 32.1% of net
sales dollars for fiscal 2022, 2021 and 2020, respectively.
In fiscal 2022, approximately 87.5% of our revenue related to sales to retail customers, 9.1% to sales to foodservice providers
and 3.4% to egg products sales. Retail customers include primarily national and regional grocery store chains, club stores, and
companies servicing independent supermarkets in the U.S. Foodservice customers include primarily companies that sell food
products and related items to restaurants, healthcare and education facilities and hotels.
Competition
The production, processing, and distribution of shell eggs is an intensely competitive business, which has traditionally attracted
large numbers of producers in the United States. Shell egg competition is generally based on price, service and product quality.
The shell egg production industry remains highly fragmented. According to
Egg Industry Magazine
, the ten largest producers
owned approximately 53% of industry table egg layer hens at year-end 2021 and 2020. We believe industry consolidation may
continue, and we plan to capitalize on opportunities as they arise. We believe further concentration could result in reduced
cyclicality of shell egg prices, but no assurance can be given in that regard.
Seasonality
Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer months.
Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during the spring
and early summer. Historically, shell egg prices tend to increase with the start of the school year and tend to be highest prior to
holiday periods, particularly Thanksgiving, Christmas and Easter. Consequently, and all other things being equal, we would
expect to experience lower selling prices, sales volumes and net income (and may incur net losses) in our first and fourth fiscal
quarters ending in August/September and May/June, respectively. Accordingly, we generally expect our need for working capital
to be highest during those quarters.
Growth Strategy
Our growth strategy is focused on remaining a low-cost provider of shell eggs located near our customers, offering our customers
choices that meet their requirements for eggs and egg products and continuing to grow our focus on specialty eggs and egg
products. For example, our recent investment in MeadowCreek, discussed above, is intended to extend our reach in the
foodservice and retail marketplace and bring new opportunities in the restaurant, institutional and industrial food products arenas.
In light of the growing customer demand and increased legal requirements for cage-free eggs, we intend to continue to closely
evaluate the need to expand through selective acquisitions, with a priority on those that will facilitate our ability to expand our
cage-free shell egg production capabilities in key locations and markets. We will continue to closely evaluate the need to continue
to expand and convert our own facilities to increase production of cage-free eggs based on a timeline designed to meet the
anticipated needs of our customers and comply with evolving legal requirements. As the ongoing production of cage-free eggs is
more costly than the production of conventional eggs, aligning our cage-free production capabilities with changing demand for
cage-free eggs is important to the success of our business.
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Trademarks and License Agreements
We own the trademarks
Farmhouse Eggs®
,
Sunups®
,
Sunny Meadow®
4Grain®
. We produce and market
Egg-Land's Best
®
and
Land O’ Lakes
® branded eggs under license agreements with EB. We believe these trademarks and license agreements are
important to our business.
Government Regulation
Our facilities and operations are subject to regulation by various federal, state, and local agencies, including, but not limited to,
the FDA, USDA, Environmental Protection Agency ("EPA"), Occupational Safety and Health Administration ("OSHA") and
corresponding state agencies or laws. The applicable regulations relate to grading, quality control, labeling, sanitary control and
reuse or disposal of waste. Our shell egg facilities are subject to periodic USDA, FDA, EPA and OSHA inspections. Our feed
production facilities are subject to FDA, EPA and OSHA regulation and inspections. We maintain our own inspection program
to monitor compliance with our own standards and customer specifications. It is possible that we will be required to incur
significant costs for compliance with such statutes and regulations. In the future, additional rules could be proposed that, if
adopted, could increase our costs.
Ten states have passed legislation or regulations mandating minimum space or cage-free requirements for egg production or
mandated the sale of only cage-free eggs and egg products in their states, with implementation of these laws ranging from January
2022 to January 2026. These states represent approximately 27% of the U.S. total population according to the 2020 U.S. Census.
In California and Massachusetts, which collectively represent 14% of the total U.S. population according to the 2020 U.S. Census,
cage-free legislation went into effect January 1, 2022. However, these laws are subject to judicial challenge, and the Supreme
Court of the U.S. recently announced that in October 2022 it will review a case challenging California’s law that requires the sale
of only cage-free eggs in that state. These laws have already effected and, if upheld, will continue to affect sourcing, production
and pricing of eggs (conventional as well as specialty) as the national demand for cage-free production could be greater than the
current supply, which would increase the price of cage-free eggs, unless more cage-free production capacity is constructed.
Likewise, the national supply for eggs from conventional production could exceed consumer demand which would decrease the
price of conventional eggs.
Environmental Regulation
Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulations
governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous
materials. Under these laws and regulations, we must obtain permits from governmental authorities, including, but not limited to,
wastewater discharge permits. We have made, and will continue to make, capital and other expenditures relating to compliance
with existing environmental, health and safety laws and regulations and permits. We are not currently aware of any major capital
expenditures necessary to comply with such laws and regulations; however, as environmental, health and safety laws and
regulations are becoming increasingly more stringent, including those relating to animal wastes and wastewater discharges, it is
possible that we will have to incur significant costs for compliance with such laws and regulations in the future.
Human Capital Resources
As of May 28, 2022, we had 2,985 employees, of whom 2,346 worked in egg production, processing, and marketing, 197 worked
in feed mill operations and 442, including our executive officers, were administrative employees. Approximately 4.7% of our
personnel are part-time, and we utilize temporary employment agencies and independent contractors to augment our
staffing needs when necessary. For fiscal 2022, the average monthly full-time equivalent for contingent workers was 1,046. None
of our employees are covered by a collective bargain ing agreement. We consider our relations with employees to be good.
Culture and Values
We are proud to be contributing corporate citizens where we live and work and to help create healthy, prosperous
communities. Our colleagues help us continue to enhance our community contributions, which are driven by
our longstanding culture that strives to promote an environment that upholds integrity and respect and provides opportunities for
each colleague to realize full potential. These commitments are encapsulated in the
Cal-Maine Foods Code of Ethics
Officers and Employees and in our
Human Rights Statement
.
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Health and Safety
Our top priority is the health and safety of our employees, who continue to produce high-quality, affordable egg choices for our
customers and contribute to a stable food supply. Our enterprise safety committee comprises two corporate safety managers, eight
area compliance managers, 55 local site compliance managers, feed mill managers and general managers. The committee that
oversees health and safety regularly reviews our written policies and changes to OSHA regulation standards and shares
information as it relates to outcomes from incidents in order to improve future performance. The committee’s goals include
working to help ensure that our engagements with our consumers, customers, and regulators evidence our strong commitment to
our workers’ health and safety.
Our commitment to our colleagues’ health includes a strong commitment to on-site worker safety, including a focus on accident
prevention and life safety. Our Safety and Health Program is designed to promote best practices that help prevent and minimize
workplace accidents and illnesses. The scope of our Safety and Health Program applies to all enterprise colleagues. Additionally,
to help protect the health and well-being of our colleagues and people in our value chain, we require that any contractors or
vendors acknowledge and agree to comply with the guidelines governed by our Safety and Health Program. At each of our
locations, our general managers are expected to uphold and implement our Employee Safety and Health Program in alignment
with OSHA requirements. We believe that this program, which is reviewed annually by our senior management team, contributes
to strong safety outcomes. As part of our Safety and Health Program, we conduct multi-lingual training that covers topics such
as slip-and-fall avoidance, respiratory protection, prevention of hazardous communication of chemicals, the proper use of
personal protective equipment, hearing conservation, emergency response, lockout and tagout of equipment and forklift safety,
among others. We have also installed dry hydrogen peroxide biodefense systems in our processing facilities to help protect our
colleagues’ respiratory health. To help drive our focus on colleague safety, we developed safety committees at each of our sites
with employee representation from each department.
We review the success of our safety programs on a monthly basis to monitor their effectiveness and the development of any
trends that need to be addressed. During fiscal year 2022 our recordable incident rates decreased by 6% compared to fiscal 2021.
Diversity, Equity and Inclusion
Our culture seeks to embrace the diversity and inclusion of all our team members. This culture is driven by our board and
executive management team. Our board comprises seven members, four of whom are independent. Women comprise 29% of our
board and 14% of our board members identify as a racial or ethnic minority. As of May 28, 2022, our total workforce comprised
29% women and 52% of colleagues who identify as racial or ethnic minorities. Our Policy against Harassment, Discrimination,
Unlawful or Unethical Conduct and Retaliation; Reporting Procedure affirms our commitment to supporting our employees
regardless of race, color, religion, sex, national origin or any other basis protected by applicable law.
Cal-Maine Foods strives to ensure that our colleagues are treated equitably. We are an Equal Opportunity Employer that prohibits,
by policy and practice, any violation of applicable federal, state, or local law regarding employment. Discrimination because of
race, color, religion, sex, pregnancy, age, national origin, citizenship status, veteran status, physical or mental disability, genetic
information, or any other basis protected by applicable law is prohibited. We value diversity in our workplaces or in work-related
situations. We maintain strong protocols to help our colleagues perform their jobs free from harassment and discrimination. Our
focus on equitable treatment extends to recruitment, employment applications, hiring, placement, job assignments, career
development, training, remuneration, benefits, discharge and other matters tied to terms and conditions of employment. We are
committed to offer our colleagues opportunities commensurate with our operational needs, their experiences, goals and
contributions.
Recruitment, Development and Retention
We believe in compensating our colleagues with fair and competitive wages, in addition to offering
competitive benefits. Approximately 76% of our employees are paid at hourly rates, with the majority paid at rates above the
federal minimum wage requirement. We offer our full-time eligible employees a range of benefits, including company-paid life
insurance. The Company provides a comprehensive self-insured health plan and pays approximately 85% of the costs of the plan
for participating employees and their families as of December 31, 2021. Recent benchmarking of our health plan
indicates comparable benefits, at lower employee contributions, when compared to an applicable Agriculture and
Food Manufacturing sector grouping, as well as peer group data. In addition, we offer employees the opportunity to purchase an
extensive range of other group plan benefits, such as dental, vision, accident, critical illness, disability and voluntary life. After
one year of employment, full-time employees who meet eligibility requirements may elect to participate in our
KSOP retirement plan, which offers a range of investment alternatives and includes many positive features, such as
automatic enrollment with scheduled automatic contribution increases and loan provisions. Regardless of the
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employees’ elections to contribute to the KSOP, the Company contributes shares of Company stock or cash equivalent to 3%
of pre-tax earnings for each pay period that hours are worked.
We provide extensive training and development related to safety, regulatory compliance, and task training. We invest in
developing our future leaders through our Management Intern, Management Trainee and informal mentoring programs.
Sustainability
We understand that climate, and the potential consequences of climate change, freshwater availability and preservation of global
biodiversity, in addition to responsible management of our flocks, are vital to the production of high-quality eggs and egg products
and to the success of our Company. We have engaged in agricultural production for more than 60 years. Our agricultural practices
continue to evolve as we continue to strive to meet the need for nutritious, affordable foods to feed a growing population even as
we exercise responsible natural resource stewardship. We plan to publish our most recent sustainability update on or around late
July 2022, which will be available on our website. Information contained in our website is not a part of this report.
COVID-19 Pandemic
For information regarding our response to the COVID-19 pandemic, and its impact on our business, see
Our Corporate Information
We maintain a website at www.calmainefoods.com where general information about our business and corporate governance
matters is available. The information contained in our website is not a part of this report. Our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and all amendments to those reports are
available, free of charge, through our website as soon as reasonably practicable after we file them with the SEC. In addition, the
SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. Information concerning corporate governance matters is also available on our
website. Cal-Maine Foods, Inc. is a Delaware corporation, incorporated in 1969.
ITEM 1A. RISK FACTORS
Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our
control. The following is a description of the known factors that may materially affect our business, financial condition or results
of operations. They should be considered carefully, in addition to the information set forth elsewhere in this Annual Report on
Form 10-K, including under Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, in making any investment decisions with respect to our securities. Additional risks or uncertainties that are not
currently known to us, or that we are aware of but currently deem to be immaterial or that could apply to any company could
also materially adversely affect our business, financial condition or results of operations.
INDUSTRY RISK FACTORS
Market prices of wholesale shell eggs are volatile, and decreases in these prices can adversely impact our revenues and
profits.
Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside our
control. As a result, our prior performance should not be presumed to be an accurate indication of future performance. Under
certain circumstances, small increases in production, or small decreases in demand, within the industry might have a large adverse
effect on shell egg prices. Low shell egg prices adversely affect our revenues and profits.
Market prices for wholesale shell eggs have been volatile and cyclical. Shell egg prices have risen in the past during periods of
high demand such as the initial outbreak of the COVID-19 pandemic and periods when high protein diets are popular. Shell egg
prices have also risen during periods of constrained supply, such as the latest highly pathogenic avian influenza (“HPAI”)
outbreak that was first detected in domestic commercial flocks in February 2022. We believe, based on published industry
estimates, that the HPAI outbreak has impacted approximately 30.7 million laying hens in 2022 through June. During times when
prices are high, the egg industry has typically geared up to produce more eggs, primarily by increasing the number of layers,
which historically has ultimately resulted in an oversupply of eggs, leading to a period of lower prices.
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As discussed above under the heading “Seasonality” in Part I. Item 1. Business, seasonal fluctuations impact shell egg prices.
Therefore, comparisons of our sales and operating results between different quarters within a single fiscal year are not necessarily
meaningful comparisons.
A decline in consumer demand for shell eggs can negatively impact our business.
We believe the increase in meals prepared at home due to COVID-19 pandemic, high-protein diet trends, industry advertising
campaigns and the improved nutritional reputation of eggs have all contributed at one time or another to increased shell egg
demand. However, it is possible that the demand for shell eggs will decline in the future. Adverse publicity relating to health or
safety concerns and changes in the perception of the nutritional value of shell eggs, changes in consumer views regarding
consumption of animal-based products, as well as movement away from high protein diets, could adversely affect demand for
shell eggs, which would have a material adverse effect on our future results of operations and financial condition.
Feed costs are volatile and increases in these costs can adversely impact our results of operations.
Feed costs are the largest element of our shell egg (farm) production cost, ranging from 55% to 62% of total farm production cost
in the prior five fiscal years. Although feed ingredients, primarily corn and soybean meal, are available from a number of sources,
we do not have control over the prices of the ingredients we purchase, which are affected by weather, various global and U.S.
supply and demand factors, transportation and storage costs, speculators, and agricultural, energy and trade policies in the U.S.
and internationally and most recently the Russia-Ukraine war. While we do not import corn or soy directly from the region, the
Russia-Ukraine war has had a negative impact on the worldwide supply of grain, including corn, putting upward pressure on
prices. Increases in feed costs unaccompanied by increases in the selling price of eggs can have a material adverse effect on the
results of our operations and cash flow. Alternatively, low feed costs can encourage industry overproduction, possibly resulting
in lower egg prices and lower revenue.
Shell eggs and shell egg products are susceptible to microbial contamination, and we may be required to, or we may
voluntarily, recall contaminated products.
Shell eggs and shell egg products are vulnerable to contamination by pathogens such as Salmonella. The Company maintains
policies and procedures designed to comply with the complex rules and regulations governing egg production, such as The Final
Egg Rule issued by the FDA "Prevention of Salmonella Enteritidis in Shell Eggs During Production, Storage, and Transportation,”
and the FDA’s Food Safety Modernization Act. Shipment of contaminated products, even if inadvertent, could result in a violation
of law and lead to increased risk of exposure to product liability claims, product recalls and scrutiny by federal and state regulatory
agencies. In addition, products purchased from other producers could contain contaminants that might be inadvertently
redistributed by us. As such, we might decide or be required to recall a product if we, our customers or regulators believe it poses
a potential health risk. Any product recall could result in a loss of consumer confidence in our products, adversely affect our
reputation with existing and potential customers and have a material adverse effect on our business, results of operations and
financial condition.
Agricultural risks, including outbreaks of avian disease, could harm our business.
Our shell egg production activities are subject to a variety of agricultural risks. Unusual or extreme weather conditions, disease
and pests can materially and adversely affect the quality and quantity of shell eggs we produce and distribute. Outbreaks of avian
influenza among poultry occur periodically worldwide and have occurred sporadically in the U.S. Most recently, an outbreak of
HPAI, which was first detected in February 2022, impacted the industry. Prior to 2022, there was another significant HPAI
outbreak in the U.S. impacting poultry during 2015. There have been no positive tests for HPAI at any Cal-Maine Foods’ owned
or contracted facility as of July 19, 2022. The Company maintains controls and procedures designed to reduce the risk of exposing
our flocks to harmful diseases; however, despite these efforts, outbreaks of avian disease can and do still occur and may adversely
impact the health of our flocks. An outbreak of avian disease could have a material adverse impact on our financial results by
increasing government restrictions on the sale and distribution of our products and requiring us to euthanize the affected
layers. Negative publicity from an outbreak within our industry can negatively impact customer perception, even if the outbreak
does not directly impact our flocks. If a substantial portion of our layers or production facilities are affected by any of these
factors in any given quarter or year, our business, financial condition, and results of operations could be materially and adversely
affected.
BUSINESS AND OPERATIONAL RISK FACTORS
14
The COVID-19 pandemic has had an adverse impact on our business and operations
Since early 2020, the coronavirus ("COVID-19") outbreak, characterized as a pandemic by the World Health Organization on
March 11, 2020, has caused significant disruptions in international and U.S. economies and markets. The effects of COVID-19
have had, and may continue to have (if a significant resurgence occurs including due to variants or related strains of the virus
become prevalent) a negative impact on our business. Negative impacts have included, and may include in the future, disruptions
in the supply chain resulting in increased costs and decreased availability of packaging supplies, increased labor costs and
increased medical costs.
Our acquisition growth strategy subjects us to various risks.
As discussed in
, we plan to pursue a growth strategy that includes selective acquisitions
of other companies engaged in the production and sale of shell eggs, with a priority on those that will facilitate our ability to
expand our cage-free shell egg production capabilities in key locations and markets. We may over-estimate or under-estimate the
demand for cage-free eggs, which could cause our acquisition strategy to be less-than-optimal for our future growth and
profitability. The number of existing companies with cage-free capacity that we may be able to purchase is limited, as most
production of shell eggs by other companies in our markets currently does not meet customer demands or legal requirements to
be designated as cage-free. Conversely, if we acquire cage-free production capacity, which is more expensive to purchase and
operate, and customer demands or legal requirements for cage-free eggs were to change, the resulting lack of demand for cage-
free eggs may result in higher costs and lower profitability.
Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entail
an inherent risk that we could become subject to contingent or other liabilities, including liabilities arising from events or conduct
prior to our acquisition of a business that were unknown to us at the time of acquisition. We could incur significantly greater
expenditures in integrating an acquired business than we anticipated at the time of its purchase.
We cannot assure you that we:
●
will identify suitable acquisition candidates;
●
can consummate acquisitions on acceptable terms;
●
can successfully integrate an acquired business into our operations; or
●
can successfully manage the operations of an acquired business.
No assurance can be given that companies we acquire in the future will contribute positively to our results of operations or
financial condition. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold
levels of significance, and we cannot guarantee that such approvals would be obtained.
The consideration we pay in connection with any acquisition affects our financial results. If we pay cash, we could be required
to use a portion of our available cash or credit facility to consummate the acquisition. To the extent we issue shares of our
Common Stock, existing stockholders may be diluted. In addition, acquisitions may result in additional debt.
Our largest customers have accounted for a significant portion of our net sales volume. Accordingly, our business may be
adversely affected by the loss of, or reduced purchases by, one or more of our large customers.
Our top three customers accounted for an aggregate of 45.9%, 48.6% and 51.1% of net sales dollars for fiscal 2022, 2021, and
2020, respectively. Our largest customer, Walmart Inc. (including Sam's Club), accounted for 29.5%, 29.8% and 32.1% of net
sales dollars for fiscal 2022, 2021, and 2020, respectively. Although we have established long-term relationships with most of
our customers who continue to purchase from us based on our ability to service their needs, they are generally free to acquire
shell eggs from other sources. If, for any reason, one or more of our large customers were to purchase significantly less of our
shell eggs in the future or terminate their purchases from us, and we were not able to sell our shell eggs to new customers at
comparable levels, it would have a material adverse effect on our business, financial condition, and results of operations.
Our business is highly competitive.
The production and sale of fresh shell eggs, which accounted for virtually all of our net sales in recent years, is intensely
competitive. We compete with a large number of competitors that may prove to be more successful than we are in producing,
marketing and selling shell eggs. We cannot provide assurance that we will be able to compete successfully with any or all of
these companies. Increased competition could result in price reductions, greater cyclicality, reduced margins and loss of market
share, which would negatively affect our business, results of operations, and financial condition.
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We are dependent on our management team, and the loss of any key member of this team may adversely affect the
implementation of our business plan in a timely manner.
Our success depends largely upon the continued service of our senior management team. The loss or interruption of service of
one or more of our key executive officers could adversely affect our ability to manage our operations effectively and/or pursue
our growth strategy. We have not entered into any employment or non-compete agreements with any of our executive officers.
Competition could cause us to lose talented employees, and unplanned turnover could deplete institutional knowledge and result
in increased costs due to increased competition for employees.
Our business is dependent on our information technology systems and software, and failure to protect against or
effectively respond to cyber-attacks, security breaches, or other incidents involving those systems, could adversely affect
day-to-day operations and decision making processes and have an adverse effect on our performance and reputation.
The efficient operation of our business depends on our information technology systems, which we rely on to effectively manage
our business data, communications, logistics, accounting, regulatory and other business processes. If we do not allocate and
effectively manage the resources necessary to build and sustain an appropriate technology environment, our business, reputation,
or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage
or interruption from circumstances beyond our control, including systems failures, natural disasters, terrorist attacks,
viruses, ransomware, security breaches or cyber incidents. Cyber-attacks are becoming more sophisticated and are increasing in
the number of attempts and frequency by groups and individuals with a wide range of motives.
A security breach of sensitive information could result in damage to our reputation and our relations with our customers or
employees. Any such damage or interruption could have a material adverse effect on our business.
Labor shortages or increases in labor costs could adversely impact our business and results of operations.
Labor is a primary component of our farm production costs. Our success is dependent upon recruiting, motivating, and retaining
staff to operate our farms. Approximately 76% of our employees are paid at hourly rates, often in entry-level positions. While all
our employees are paid at rates above the federal minimum wage requirements, any significant increase in local, state or federal
minimum wage requirements could increase our labor costs. In addition, any regulatory changes requiring us to provide additional
employee benefits or mandating increases in other employee-related costs, such as unemployment insurance or workers
compensation, would increase our costs. A shortage in the labor pool, which may be caused by competition from other employers,
the remote locations of many of our farms, decreased labor participation rates or changes in government-provided support or
immigration laws, particularly in times of lower unemployment, could adversely affect our business and results of operations. A
shortage of labor available to us could cause our farms to operate with reduced staff, which could negatively impact our production
capacity and efficiencies. In fiscal 2021 and 2022, our labor costs increased primarily due to the pandemic and its effects, which
caused us to increase wages in response to labor shortages, and these trends may continue. Accordingly, any significant labor
shortages or increases in our labor costs could have a material adverse effect on our results of operations.
We are controlled by the family of our late founder, Fred R. Adams, Jr., and Adolphus B. Baker, our Chief Executive
Officer and Chairman of our Board of Directors controls the vote of 100% of our outstanding Class A Common Stock.
Fred R. Adams, Jr., our Founder and Chairman Emeritus died on March 29, 2020. Mr. Adams’ son-in-law, Adolphus B. Baker,
our Chief Executive Officer and Chairman of our board of directors, Mr. Baker’s spouse and her three sisters (Mr. Adams’ four
daughters) beneficially own, directly or indirectly through related entities, 100% of our outstanding Class A Common Stock
(which has 10 votes per share), controlling approximately 52.1% of our total voting power. Additionally, such persons and Jean
Reed Adams (“Mrs. Adams”), the widow of Mr. Adams, also have additional voting power due to beneficial ownership of our
Common Stock (which has one vote per share), directly or indirectly through related entities, resulting in family voting control
of approximately 57.5% of our total voting power. Mr. Baker controls the vote of 100% of our outstanding Class A Common
Stock.
We understand that the Adams and Baker families intend to retain ownership of a sufficient amount of our Common Stock and
our Class A Common Stock to assure continued ownership of more than 50% of the voting power of our outstanding shares of
capital stock. As a result of this ownership, the Adams and Baker families have the ability to exert substantial influence over
matters requiring action by our stockholders, including amendments to our certificate of incorporation and by-laws, the election
and removal of directors, and any merger, consolidation, or sale of all or substantially all of our assets, or other corporate
transactions. Delaware law provides that the holders of a majority of the voting power of shares entitled to vote must approve
certain fundamental corporate transactions such as a merger, consolidation and sale of all or substantially all of a corporation’s
assets; accordingly, such a transaction involving us and requiring stockholder approval cannot be effected without the approval
of the Adams and Baker families. Such ownership will make an unsolicited acquisition of our Company more difficult and
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discourage certain types of transactions involving a change of control of our Company, including transactions in which the holders
of our Common Stock might otherwise receive a premium for their shares over then current market prices. The Adams and Baker
families’ controlling ownership of our capital stock may adversely affect the market price of our Common Stock.
The price of our Common Stock may be affected by the availability of shares for sale in the market, and you may
experience significant dilution as a result of future issuances of our securities, which could materially and adversely affect
the market price of our Common Stock.
The sale or availability for sale of substantial amounts of our Common Stock could adversely impact its price. As described in
Adams and the Daughters’ Trust (of which the daughters of our late founder are beneficiaries) sold 6.9 million shares of Common
Stock in a secondary public offering pursuant to a previously disclosed Agreement Regarding Common Stock (the “Agreement”)
filed as an exhibit to this report. After the sale, approximately 5.0 million shares (the “Subject Shares”) remain subject to potential
sale under the Agreement. The Agreement generally provides that if a holder of Subject Shares intends to sell any of the Subject
Shares, such party must give the Company a right of first refusal to purchase all or any of such shares. The price payable by the
Company to purchase shares pursuant to the exercise of the right of first refusal will reflect a 6% discount to the then-current
market price based on the 20 business-day volume-weighted average price. If the Company does not exercise its right of first
refusal and purchase the shares offered, such party will, subject to the approval of a special committee of independent directors
of the Board of Directors, be permitted to sell the shares not purchased by the Company pursuant to a Company registration
statement, Rule 144 under the Securities Act of 1933, or another manner of sale agreed to by the Company. Although pursuant
to the Agreement the Company will have a right of first refusal to purchase all or any of those shares, the Company may elect not
to exercise its rights of first refusal, and if so such shares would be eligible for sale pursuant to the registration rights in the
Agreement or pursuant to Rule 144 under the Securities Act of 1933. Sales, or the availability for sale, of a large number of shares
of our Common Stock could result in a decline in the market price of our Common Stock.
In addition, our articles of incorporation authorize us to issue 120,000,000 shares of our Common Stock. As of May 28, 2022,
there were 44,139,524 shares of our Common Stock outstanding. Accordingly, a substantial number of shares of our Common
Stock are outstanding and are, or could become, available for sale in the market. In addition, we may be obligated to issue
additional shares of our Common Stock in connection with employee benefit plans (including equity incentive plans).
In the future, we may decide to raise capital through offerings of our Common Stock, additional securities convertible into or
exchangeable for Common Stock, or rights to acquire these securities or our Common Stock. The issuance of additional shares
of our Common Stock or additional securities convertible into or exchangeable for our Common Stock could result in dilution of
existing stockholders’ equity interests in us. Issuances of substantial amounts of our Common Stock, or the perception that such
issuances could occur, may adversely affect prevailing market prices for our Common Stock, and we cannot predict the effect
this dilution may have on the price of our Common Stock.
LEGAL AND REGULATORY RISK FACTORS
Pressure from animal rights groups regarding the treatment of animals may subject us to additional costs to conform our
practices to comply with developing standards or subject us to marketing costs to defend challenges to our current
practices and protect our image with our customers. In particular, changes in customer preferences and new legislation
have accelerated an increase in demand for cage-free eggs, which increases uncertainty in our business and increases our
costs.
We and many of our customers face pressure from animal rights groups, such as People for the Ethical Treatment of Animals and
the Humane Society of the United States, to require companies that supply food products to operate their business in a manner
that treats animals in conformity with certain standards developed or approved by these groups. In general, we may incur
additional costs to conform our practices to address these standards or to defend our existing practices and protect our image with
our customers. The standards promoted by these groups change over time, but typically require minimum cage space for hens,
among other requirements, and some of these groups have led successful legislative efforts to ban any form of caged housing in
various states. As discussed in Part I. Item 1. Business - Government Regulation, several states have passed minimum space
and/or cage-free requirements for hens, and other states are considering such requirements. In addition, in recent years, many
large restaurant chains, foodservice companies and grocery chains, including our largest customers, announced goals to transition
to an exclusively cage-free egg supply chain by specified future dates, in some cases subject to available supply, affordability
and consumer demand. While we anticipate that our retail and foodservice customers will continue to transition to selling cage-
free eggs given public commitments, there is no assurance that this transition will take place or take place according to the timeline
of current cage-free commitments. For example, customers may accelerate their transition to stocking cage-free eggs, which may
challenge our ability to meet the cage-free volume needs of those customers and result in a loss of shell egg sales. Similarly,
customers who commit to stock greater proportional quantities of cage-free eggs are under no obligation to continue to do so,
which may result in an oversupply of cage-free eggs and result in lower specialty egg prices. In addition, legislation passed by
17
states requiring cage-free sale of eggs is facing and may continue to face legal challenges and could be stayed or overturned.
These or other judicial outcomes could also lead to an oversupply of cage-free eggs and result in lower specialty egg prices, which
could reduce the return on our capital investment in cage-free production.
Changing our infrastructure and operating procedures to conform to consumer preferences, customer demands and new laws has
resulted and will continue to result in additional costs, including capital and operating cost increases. The USDA reported that
the estimated cage-free flock is 103.6 million hens as of July 1, 2022, which is approximately 34.8% of the total U.S. table egg
layer hen population. These numbers reflect recent cage-free layer hen losses due to the HPAI outbreak. According to the USDA
Agricultural Marketing Service, approximately 221 million hens, or about 74.0% of the U.S. non-organic laying flock would
have to be in cage-free production by 2026 to meet projected demand from the retailers, foodservice providers and food
manufacturers that have made promises to transition to cage-free eggs.
In response to our customers' announced goals and increased legal requirements for cage-free eggs, we increased capital
expenditures to increase our cage-free production capacity. We are also enhancing our focus on cage-free capacity when
considering acquisition opportunities. Our customers typically do not commit to long-term purchases of specific quantities or
type of eggs with us, and as a result, we cannot predict with any certainty which types of eggs they will require us to supply in
future periods. The ongoing production of cage-free eggs is more costly than the production of conventional eggs, and these
higher production costs contribute to the higher prices of cage-free eggs compared with conventional eggs. Many consumers
prefer to buy less expensive conventional shell eggs. These consumer preferences may in turn influence our customers’ future
needs for cage-free eggs. Due to these uncertainties, we may over-estimate future demand for cage-free eggs, which could increase
our costs unnecessarily, or we may under-estimate future demand for cage-free eggs, which could harm us competitively. If our
competitors obtain non-cancelable long-term contracts to provide cage-free eggs to our existing or potential customers, then there
may be decreased demand for our cage-free eggs due to these lost potential sales. If we and our competitors increase cage-free
egg production and there is no commensurate increase in demand for cage-free eggs, this overproduction could lead to an
oversupply of cage-free eggs, reducing the sales price for specialty eggs and our return on capital investments in cage-free
production.
Failure to comply with applicable governmental regulations, including environmental regulations, could harm our
operating results, financial condition, and reputation. Further, we may incur significant costs to comply with any such
regulations.
We are subject to federal, state and local regulations relating to grading, quality control, labeling, sanitary control, waste disposal,
and other areas of our business. As a fully-integrated shell egg producer, our shell egg facilities are subject to regulation and
inspection by the USDA, OSHA, EPA and FDA, as well as state and local health and agricultural agencies, among others. All of
our shell egg production and feed mill facilities are subject to FDA, EPA and OSHA regulation and inspections. In addition, rules
are often proposed that, if adopted as proposed, could increase our costs.
Our operations and facilities are subject to various federal, state and local environmental, health, and safety laws and regulations
governing, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardous
materials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but not
limited to wastewater discharge permits and manure and litter land applications.
If we fail to comply with applicable laws or regulations, or fail to obtain necessary permits, we could be subject to significant
fines and penalties or other sanctions, our reputation could be harmed, and our operating results and financial condition could be
materially adversely affected. In addition, because these laws and regulations are becoming increasingly more stringent, it is
possible that we will be required to incur significant costs for compliance with such laws and regulations in the future.
Climate change and legal or regulatory responses may have an adverse impact on our business and results of operations.
Extreme weather events, such as derechos, wildfires, drought, tornadoes, hurricanes, storms, floods or other natural disasters
could materially and adversely affect our operating results and financial condition. In fact, derechos, fires, floods, tornadoes and
hurricanes have affected our facilities or the facilities of other egg producers in the past. Increased global temperatures and more
frequent occurrences of extreme weather events, which may be exacerbated by climate change, may cause crop and livestock
areas to become unsuitable, including due to water scarcity or high or unpredictable temperatures, which may result in much
greater stress on food systems and more pronounced food insecurity globally. Lower global crop production, including corn and
soy, which are the primary feed ingredients that support the health of our animals, may result in significantly higher prices for
these commodity inputs, impact our ability to source the commodities we use to feed our flocks, and negatively impact our ability
to maintain or grow our operations. Climate change may increasingly expose workers and animals to high heat and humidity
stressors that adversely impact poultry production. Increased greenhouse gas emissions may also negatively impact air quality,
soil quality and water quality, which may hamper our ability to support our operations, particularly in higher water- and soil-
stressed regions.
18
Increasing frequency of severe weather events, whether tied to climate change or any other cause, may negatively impact our
ability to raise poultry and produce eggs profitably or to operate our transportation and logistics supply chains. Regulatory controls
and market pricing may continue to drive the costs of fossil -based fuels higher, which could negatively impact our ability to
source commodities necessary to operate our farms or plants and our current fleet of vehicles. These changes may cause us to
change, significantly, our day-to-day business operations and our strategy. Climate change and extreme weather events may also
impact demand for our products given evolution of consumer food preferences. Even if we take measures to position our business
in anticipation of such changes, future compliance with legal or regulatory requirements may require significant management
time, oversight and enterprise expense. We may also incur significant expense tied to regulatory fines if laws and regulations are
interpreted and applied in a manner that is inconsistent with our business practices. We can make no assurances that our efforts
to prepare for these adverse events will be in line with future market and regulatory expectations and our access to capital to
support our business may also be adversely impacted.
Current and future litigation could expose us to significant liabilities and adversely affect our business reputation.
We and certain of our subsidiaries are involved in various legal proceedings. Litigation is inherently unpredictable, and although
we believe we have meaningful defenses in these matters, we may incur liabilities due to adverse judgments or enter into
settlements of claims that could have a material adverse effect on our results of operations, cash flow and financial condition. For
a discussion of our ongoing legal proceedings see Part I. Item 3. Legal Proceedings below. Such lawsuits are expensive to defend,
divert management’s attention, and may result in significant adverse judgments or settlements. Legal proceedings may expose us
to negative publicity, which could adversely affect our business reputation and customer preference for our products and brands.
FINANCIAL AND ECONOMIC RISK FACTORS
Weak or unstable economic conditions, including higher inflation, could negatively impact our business.
Weak or unstable economic conditions, including higher inflation, may adversely affect our business by:
●
Limiting our access to capital markets or increasing the cost of capital we may need to grow our business;
●
Changing consumer spending and habits and demand for eggs, particularly higher-priced specialty eggs;
●
Restricting the supply of energy sources or increasing our cost to procure energy; or
●
Reducing the availability of feed ingredients, packaging material, and other raw materials, or increasing the cost of these
items.
Deterioration of economic conditions could also negatively impact:
●
The financial condition of our suppliers, which may make it more difficult for them to supply raw materials;
●
The financial condition of our customers, which may decrease demand for eggs or increase our bad debt expense; or
●
The financial condition of our insurers, which could increase our cost to obtain insurance, and/or make it difficult for or
insurers to meet their obligations in the event we experience a loss due to an insured peril.
According to the U.S. Bureau of Labor Statistics, from May 2021 to May 2022, the Consumer Price Index for All Urban
Consumers increased 8.6 percent, the largest 12-month increase since the period ending December 1981. Inflationary costs have
increased our input costs, and if we are unable to pass these costs through to the customer it could have an adverse effect on our
business.
The loss of any registered trademark or other intellectual property could enable other companies to compete more
effectively with us.
We utilize intellectual property in our business. For example, we own the trademarks
Farmhouse Eggs®
,
4Grain®, Sunups®
,
and
Sunny Meadow®
. We produce and market
Egg-Land’s Best®
Land O’ Lakes
® under license agreements with EB. We
have invested a significant amount of money in establishing and promoting our trademarked brands. The loss or expiration of any
intellectual property could enable our competitors to compete more effectively with us by allowing them to make and sell products
substantially similar to those we offer. This could negatively impact our ability to produce and sell those products, thereby
adversely affecting our operations.
Impairment in the carrying value of goodwill or other assets could negatively affect our results of operations or net worth.
Goodwill represents the excess of the cost of business acquisitions over the fair value of the identifiable net assets
acquired. Goodwill is reviewed at least annually for impairment by assessing qualitative factors to determine whether the
19
existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit
is less than its carrying amount. As of May 28, 2022, we had $44.0 million of goodwill. While we believe the current carrying
value of this goodwill is not impaired, future goodwill impairment charges could adversely affect our results of operations in any
particular period and our net worth.
Events beyond our control such as pandemics, extreme weather and natural disasters could negatively impact our
business.
Pandemics such as COVID-19, or similar disease outbreaks in the future, may depress demand for shell eggs due to quarantines
or restrictions on public interactions that would limit the ability of consumers to purchase shell eggs. Pandemics, or similar disease
outbreaks in the future, may disrupt our supply chain and operations at our facilities. If a significant percentage of our workforce,
or the workforce of our suppliers or transportation providers, is unable to work because of illness or government restrictions, our
operations would be negatively impacted, potentially materially. Pandemics or disease outbreaks may also impact hens or the
food supply.
Fire, bioterrorism, pandemics, extreme weather or natural disasters, including droughts, floods, excessive cold or heat, water
rights restrictions, hurricanes or other storms, could impair the health or growth of our flocks, decrease production or availability
of feed ingredients, or interfere with our operations due to power outages, fuel shortages, discharges from overtopped or breached
wastewater treatment lagoons, damage to our production and processing facilities, labor shortages or disruption of transportation
channels, among other things. Any of these factors could have a material adverse effect on our financial results.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The table below provides summary information about the primary operational facilities we use in our business as of May 28,
2022.
Type
Quantity
Owned
Leased
Production Capacity
Location
Breeding Facilities
3
3
—
House up to 255,000 hens
GA, MS
Distribution Centers
4
4
—
NA
FL, GA, NC, TX
Feed Mills
25
24
1
Production capacity of 859 tons
of feed per hour
AL, AR, FL, GA, KS, KY, LA,
MS, OH, OK, SC, TN, TX, UT
Hatcheries
2
1
1
Hatch up to 407,600 chicks per
week
FL, MS
Processing and
Packaging
43
42
1
Approximately 596,700 dozen
shell eggs per hour
AL, AR, FL, GA, KS, KY, LA,
MS, OH, OK, SC, TX, UT
Pullet Facilities
28
27
1
Grow 27.2 million pullets
annually
AR, FL, GA, KS, KY, MS, OH,
SC, TX, UT
Shell Egg Production
42
42
—
House up to 48.8 million hens
AL, AR, FL, GA, KS, KY, LA,
MS, OH, OK, SC, TX, UT
Egg Products Processing
Facilities
2
2
—
Production capacity of 72.8
million lbs. per year
GA, TX
(a)
Does not include idled facilities.
Our affiliate, MeadowCreek Foods, LLC (“MeadowCreek”) owns our new egg products facility that is currently being retrofitted
and upgraded for future production. The facility is expected to be operational late in our fiscal 2023 second quarter. Once fully
operational, MeadowCreek will have the capacity to produce approximately 500 thousand pounds of weekly hard-cooked egg
products.
We also have ongoing construction projects to further expand the Company’s cage-free egg production capabilities. These
projects include expanding our cage-free egg production at our Okeechobee, Florida, production facility. The project is designed
to include the construction of two cage-free layer houses and one cage-free pullet house with capacity for approximately 400
thousand cage-free hens and 210 thousand pullets, respectively. Construction has commenced, with the first layer house planned
to be finished by October 1, 2022, with the second layer house and project completion expected by February 1, 2023. In Delta,
20
Utah, we are constructing four new cage-free layer houses and two pullet houses conversions with capacity for approximately
810 thousand cage-free layer hens which is expected to be completed by fall of 2023. At our Guthrie, Kentucky farm, we are
converting nine existing houses to cage-free layer houses and two pullet houses with capacity for approximately 953 thousand
cage-free hens which is expected to be completed by spring of 2025.
Subsequent to the end of fourth quarter 2022, the Company’s Board of Directors approved a capital project to expand the
Company’s cage-free production capabilities. The proposed project at Chase, Kansas will convert existing conventional layer
capacity to cage-free capacity for approximately 1.5 million cage-free hens and include remodels of all remaining pullet facilities.
Work is expected to commence immediately with project completion expected by year-end 2025.
As of May 28, 2022, we owned approximately 28.0 thousand acres of land. There are no material mortgages or liens on our
properties.
ITEM 3. LEGAL PROCEEDINGS
Refer to the description of certain legal proceedings pending against us under Part II. Item 8. Notes to the Consolidated Financial
Statements,
, which discussion is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
We have two classes of capital stock, Common Stock and Class A Common Stock. Our Common Stock trades on the NASDAQ
Global Select Market under the symbol “CALM”. There is no publ ic trading market for the Class A Common Stock.
All outstanding Class A shares are owned by a limited liability company of which Adolphus Baker, our Chairman and Chief
Executive Officer, is the sole managing member and will be voted at the direction of Mr. Baker. At July 12, 2022, there were
approximately 324 record holders of our Common Stock and approximately 28,419 beneficial owners whose shares were held by
nominees or broker dealers. For additional information about our capital structure, see
to the Consolidated Financial Statements.
Dividends
Cal-Maine has a variable dividend policy adopted by its Board of Directors. Pursuant to the policy, Cal-Maine pays a dividend
to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which the Company
reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal to one-third
(1/3) of such quarterly income. Dividends are paid to shareholders of record as of the 60th day following the last day of such
quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company will pay dividends to shareholders of record on
the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarter for which
the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a
subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for
which a dividend was paid. Under the Company's Credit Facility, dividends are restricted to the amount permitted under the
Company’s current dividend policy, and may not be paid if a default exists or will arise after giving effect to the dividend or if
the sum of cash and cash equivalents of the Company and its subsidiaries plus availability under the Credit Facility equals less
than $50 million.
21
Stock Performance Graph
In fiscal year 2021, the Company utilized the NASDAQ Composite and NASDAQ 100 Total Return indexes to benchmark the
Company’s total shareholder return. We are replacing these indexes with the (i) Russell 2000 Total Return, and (ii) S&P
Composite 1500 Food Products Industry Index. The Company is a member of each of these indexes and believes the other
companies included in these indexes provide products and services similar to Cal-Maine Foods. The NASDAQ Composite and
NASDAQ 100 Total Return index performances are presented below on the performance graph for comparison purpose in the
transitional year. Beginning in fiscal year 2023, only the Russell 2000 Total Return and S&P Composite 1500 Food Products
Industry indexes will be used as a comparison for total shareholder return. The graph assumes $100 was invested on June 2, 2017
in the stock or index and dividends were reinvested.
June 2, 2017
June 1, 2018
May 31, 2019
May 29, 2020
May 28, 2021
May 27, 2022
Cal-Maine Foods, Inc.
$
100.00
$
121.40
$
97.94
$
117.89
$
92.44
$
127.83
NASDAQ Composite
100.00
125.88
150.49
154.80
189.32
276.83
NASDAQ 100 Total Return
100.00
121.74
123.82
167.72
242.04
225.88
Russell 2000 Total Return
100.00
118.77
107.08
103.40
170.16
143.16
S&P Composite 1500 Food
Products Industry Index
100.00
85.03
87.52
93.92
113.97
119.33
Issuer Purchases of Equity Securities
There were no purchases of our Common Stock made by or on behalf of our Company or any affiliated purchaser during our
fiscal 2022 fourth quarter.
Recent Sales of Unregistered Securities
No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 28, 2022.
22
Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
(a)
(b)
(c)
Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights
Weighted average
exercise price of
outstanding
options, warrants
and rights
Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in column
(a))
Equity compensation plans
approved by shareholders
—
$
—
317,844
Equity compensation plans not
approved by shareholders
—
—
—
Total
—
$
—
317,844
(a) There were no outstanding options, warrants or rights as of May 28, 2022. There were 1,016,573 shares of restricted
stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 28, 2022.
(b) There were no outstanding options, warrants or rights as of May 28, 2022.
(c) Reflects shares available for future issuance as of May 28, 2022 under our Amended and Restated 2012 Omnibus
Long-Term Incentive Plan.
For additional information, see
Statements.
ITEM 6. RESERVED
23
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RISK FACTORS; FORWARD -LOOKING STATEMENTS
For information relating to important risks and uncertainties that could materially adversely affect our business, securities,
financial condition, operating results, or cash flow, reference is made to the disclosure set forth under
. In addition, because the following discussion includes numerous forward -looking statements relating to our business,
securities, financial condition, operating results and cash flow, reference is made to the disclosure set forth under
“
.”
COMPANY OVERVIEW
Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packaging, marketing and distribution of fresh shell eggs.
Our fiscal year end is the Saturday closest to May 31. The Company, which is headquartered in Ridgeland, Mississippi, is the
largest producer and distributor of fresh shell eggs in the United States (“U.S”). In fiscal 2022, we sold approximately
1,083.8 million dozen shell eggs, which we believe represented approximately 20% of domestic shell egg consumption. Our total
flock as of May 28, 2022 of approximately 42.2 million layers and 11.5 million pullets and breeders is the largest in the U.S. We
sell most of our shell eggs to a diverse group of customers, including national and regional grocery store chains, club stores,
companies servicing independent supermarkets in the U.S., food service distributors, and egg product consumers in states across
the southwestern, southeastern, mid-western and mid-Atlantic regions of the U.S.
The Company has one operating segment, which is the production, grading, packaging, marketing and distribution of shell
eggs. Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs.
Specialty eggs represent a broad range of products. We classify nutritionally enhanced, cage-free, organic, free-range, pasture-
raised and brown eggs as specialty eggs for accounting and reporting purposes. We classify all other shell eggs as conventional
eggs. While we report separate sales information for these types of eggs, there are a number of cost factors which are not
specifically available for conventional or specialty eggs due to the nature of egg production. We manage our operations and
allocate resources to these types of eggs on a consolidated basis based on the demands of our customers. For further description
of our business, refer to
HPAI
We are closely monitoring the outbreaks of highly pathogenic avian influenza (“HPAI”) , the latest of which was detected in
commercial flocks in the U.S. in February 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 July 19, 2022. The USDA division of Animal and Plant Health Inspection
Service (“APHIS”), reported that approximately 30.7 million commercial layer hens have been depopulated due to HPAI. Pullets
impacted comprise approximately 1.0 million. According to APHIS, the most recently reported outbreaks of HPAI affecting
commercial layer hens and pullets occurred June 7, 2022 and June 9, 2022, respectively. We believe the HPAI outbreak will
continue to impact the overall supply of eggs until the layer hen flock is fully replenished. While no farm is immune from HPAI,
we believe we have implemented and continue to maintain robust biosecurity programs across our locations. We are 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 our response, if needed.
COVID-19
Since early 2020, the coronavirus (“COVID-19”) outbreak, characterized as a pandemic by the World Health Organization on
March 11, 2020, has caused significant disruptions in international and U.S. economies and markets. We understand the
challenges and difficult economic environment facing families in the communities where we live and work, and we are committed
to helping where we can. We have provided food assistance to those in need by donating approximately 829 thousand dozen eggs
in fiscal 2022. We believe we are taking all reasonable precautions in the management of our operations in response to the
COVID-19 pandemic. Our top priority is the health and safety of our employees, who work hard each day to produce eggs for
our customers. As part of the nation’s food supply, we work in a critical infrastructure industry, and we believe we have a special
responsibility to maintain our normal work schedule. As such, we are in regular communication with our managers across our
operations and continue to closely monitor the situation in our facilities and in the communities where we live and work. We
have implemented procedures designed to protect our employees, taking into account guidelines published by the Centers for
Disease Control and other government health agencies, and we have strict sanitation protocols and biosecurity measures in place
24
throughout our operations with restricted access to visitors. There are no known indications that COVID-19 affects chickens or
can be transferred through the food supply.
We continue to proactively monitor and manage operations during the COVID-19 pandemic, including additional related costs
that we incurred or may incur in the future. The pandemic had a negative impact on our business through disruptions in the supply
chain such as increased costs and limited availability of packaging supplies, increased labor costs, increased medical costs and,
more recently, inflation.
In fiscal 2022 and 2021, we spent $2.2 million and $2.3 million (excluding medical insurance claims) related to the pandemic
and its effects, respectively. The majority of these expenses resulted from additional labor and increased cost of packaging
materials, which are primarily reflected in cost of sales. Medical insurance claims related to COVID-19 paid during fiscal 2022
and 2021 were an additional $2.4 million and $1.4 million, respectively.
Executive Overview of Results – Fiscal Years Ended May 28, 2022, May 29, 2021 and May 30, 2020
Fiscal Years Ended
May 28, 2022
May 29, 2021
May 30, 2020
Net sales (in thousands)
$
1,777,159
$
1,348,987
$
1,351,609
Gross profit (in thousands)
$
337,059
$
160,661
$
179,588
Net average shell egg price
(a)
$
1.579
$
1.217
$
1.231
Average UB Southeast Region - Shell Eggs - White Large
$
1.712
$
1.155
$
1.220
Feed costs per dozen produced
$
0.571
$
0.446
$
0.409
(a) The net average shell egg selling price is the blended price for all sizes and grades of shell eggs, including non-graded
shell egg sales, breaking stock and undergrades.
Throughout the first three quarters of our fiscal year 2020, an oversupply of eggs negatively affected the price of conventional
eggs and demand for specialty eggs was negatively impacted by the low conventional egg prices. For the first three quarters of
fiscal 2020, the average UB southeastern large index price was down 21.9% compared with the prior-year period. However, in
the fourth quarter of fiscal 2020, the average UB southeastern large index price was 62.4% higher than the average price through
the first three quarters in fiscal 2020 due to increased demand related to the onset of the pandemic, as consumers purchased more
eggs in anticipation of preparing more meals at home.
Consumer demand maintained a steady growth throughout our first three quarters of fiscal 2021 but began trending down during
our fourth quarter of fiscal 2021 as consumers started to resume pre-pandemic activities. Our net sales for fiscal 2021 decreased
$2.6 million compared to fiscal 2020, primarily due to the decrease in the selling price and volume of conventional eggs, partially
offset by the increased volume of specialty eggs sold. We believe the decreased demand in foodservice seen throughout the first
three quarters of fiscal 2021 due to the pandemic contributed to the depressed price of shell eggs for fiscal 2021 in the retail
market due to the extra supply entering the retail channel from the foodservice channel.
For fiscal 2022, we believe prices for conventional eggs were positively impacted by a better alignment of the size of the
conventional production layer hen flock and customer and consumer demand through the first three fiscal quarters of 2022.
Conventional egg prices further increased in the fourth quarter of fiscal 2022 primarily due to decreased supply caused by the
HPAI outbreak compounded with good customer demand. Throughout fiscal 2022 the hen numbers reported by the USDA
remained below the five-year average. As of July 17, 2022, APHIS reported that approximately 30.7 million commercial table
egg layer hens, or approximately 9.5% of the table egg layer flock based on February 2022 reported layer numbers, have been
depopulated due to HPAI. Hen numbers reported by the USDA as of June 1, 2022, were 297.5 million, which represents 18.3
million fewer hens than a year ago.
According to Information Resources, Inc. (“IRI”), for the 52 weeks ended June 5, 2022, which approximately aligns with our
fiscal year 2022, conventional egg dozens sold in the U.S. at multi-retail outlets decreased 14.3%, while specialty egg dozens
sold increased 13.2% versus the prior-year comparable period. Our conventional eggs dozens sold decreased 3.4% and specialty
egg dozens sold increased 12.5% as compared to fiscal 2021.
Gross profit increased $176.4 million to $337.1 million in fiscal 2022. The increase resulted primarily from higher selling prices
for conventional eggs as well as the increased volume of specialty eggs sold, partially offset by the increased cost of feed
ingredients, increased processing costs and the decline in the volume of conventional eggs sold. For fiscal year 2022, the average
Chicago Board of Trade (“CBOT”) daily market price was $6.31 per bushel for corn and $392.06 per ton for soybean meal,
25
representing increases of 38.3% and 6.1%, respectively, compared to the daily average CBOT prices for fiscal 2021. Feed costs
started trending higher midway through the second quarter of fiscal 2021 and then again near the end of the second quarter of
fiscal 2022. Beginning in August 2020, the grain markets, particularly corn, have been negatively affected by many factors,
including weather-related production and yield shortfalls, increased export demand and ongoing disruptions from the COVID-19
global pandemic. These factors continued into our fiscal 2022 and as other factors such as the Russia-Ukraine war, increased fuel
costs, transportation and fertilizers prices and strong export demand and restrictions further compounded the existing issues that
contributed to near-historical low stocks-to-use ratios for corn worldwide and overall higher feed ingredient cost and price
volatility.
We continue to execute our growth strategy of remaining a low-cost provider of shell eggs and growth of our specialty eggs and
egg products through additional investments in cage-free facilities and selective acquisitions. In fiscal 2022, we acquired the
remaining 50% membership interest in Red River Valley Egg Farm, LLC (“Red River”), which owns and operates a specialty
shell egg production complex with approximately 1.7 million cage-free laying hens, cage-free pullet capacity, a feed mill,
processing plant, related offices and outbuildings and related equipment located on approximately 400 acres near Bogata, Texa s.
We also announced new capital projects with estimated costs of $105 million that will expand our cage-free production and
capacity by 2.2 million cage-free hens. For additional information, see
RESULTS OF OPERATIONS
The following table sets forth, for the fiscal years indicated, certain items from our consolidated statements of income expressed
as a percentage of net sales.
Fiscal Year Ended
May 28, 2022
May 29, 2021
Net sales
100.0
%
100.0
%
Cost of sales
81.0
%
88.1
%
Gross profit
19.0
%
11.9
%
Selling, general and administrative
11.2
%
13.6
%
(Gain) loss on disposal of fixed assets
(0.3)
%
0.2
%
Operating income (loss)
8.1
%
(1.9)
%
Total other income
1.3
%
1.2
%
Income (loss) before income taxes
9.4
%
(0.7)
%
Income tax expense (benefit)
1.9
%
(0.9)
%
Net income
7.5
%
0.2
%
Less: Net loss attributable to noncontrolling interest
—
%
—
%
Net income attributable to Cal-Maine Foods, Inc.
7.5
%
0.2
%
26
Fiscal Year Ended May 28, 2022 Compared to Fiscal Year Ended May 29, 2021
NET SALES
Total net sales for fiscal 2022 were $1,777.2 million compared to $1,349.0 million for fiscal 2021.
Net shell egg sales represented 96.6% and 97.3% of total net sales for the fiscal year 2022 and 2021, respectively. Shell egg sales
classified as “Other” represent sales of hard -cooked eggs, hatching eggs, and other miscellaneous products included with our
shell egg operations. The table below presents an analysis of our conventional and specialty shell egg sales (in thousands, except
percentage data):
May 28, 2022
May 29, 2021
Total net sales
$
1,777,159
$
1,348,987
Conventional
$
1,061,995
61.8
%
$
766,284
58.4
%
Specialty
648,838
37.8
%
539,780
41.1
%
Egg sales, net
1,710,833
99.6
%
1,306,064
99.5
%
Other
6,322
0.4
%
6,190
0.5
%
Net shell egg sales
$
1,717,155
100.0
%
$
1,312,254
100.0
%
Dozens sold:
Conventional
747,914
69.0
%
785,446
73.2
%
Specialty
335,875
31.0
%
287,765
26.8
%
Total dozens sold
1,083,789
100.0
%
1,073,211
100.0
%
Net average selling price per dozen:
Conventional
$
1.420
$
0.976
Specialty
$
1.932
$
1.876
All shell eggs
$
1.579
$
1.217
Egg products sales:
Egg products net sales
$
60,004
$
36,733
Pounds sold
63,968
63,627
Net average selling price per pound
$
0.938
$
0.577
Shell egg net sales
-
For fiscal 2022, conventional egg sales increased $295.7 million, or 38.6%, compared to fiscal 2021, primarily due to
the increase in conventional egg prices, partially offset by a 4.8% decrease in the volume of conventional eggs sold.
Changes in price resulted in a $332.1 million increase and change in volume resulted in a $36.6 million decrease in net
sales, respectively.
-
We believe prices for conventional eggs were positively impacted by a better alignment of the size of the conventional
production layer hen flock and customer and consumer demand throughout the first three quarters of fiscal 2022.
Conventional egg prices further increased in the fourth quarter of fiscal 2022 primarily due to decreased supply caused
by the HPAI outbreak, discussed above.
-
We believe lower conventional egg prices in the prior-year period were primarily tied to a surplus of conventional eggs
entering the retail channel from the foodservice channel exceeding retail demand during this phase of the pandemic.
-
The decrease in volume of conventional eggs sold was primarily due to elevated retail demand during the first half of
fiscal 2021 given consumers’ preferences to purchase eggs for in-home meal preparation due to the pandemic. We saw
these consumer preferences begin to shift in the fourth quarter of fiscal 2021 as consumers began to resume out-of-home
dining and prepared fewer meals at home.
-
Specialty egg sales increased $109.1 million, or 20.2%, for fiscal 2022 compared to fiscal 2021, primarily due to a 16.7%
increase in the volume of specialty dozens sold and a 3.0% increase in specialty egg prices. Changes in price resulted in
a $18.8 million increase and change in volume resulted in a $90.3 million increase in net sales, respectively. Our specialty
egg sales also benefitted from our additional cage-free production capacity. Cage-free egg sales for fiscal 2022 were
22.1% of our total net shell egg sales.
27
Egg products net sales
-
Egg products net sales increased $23.3 million or 63.4%, primarily due to a 62.6% selling price increase compared to
fiscal 2021, which had a $23.1 million positive impact on net sales.
-
Our egg products net average selling price increased in fiscal 2022, compared to fiscal 2021 as foodservice channel
demand has begun to shift more towards pre-pandemic levels. This coincided with the HPAI outbreak that started in
February 2022, in which we believe 10.4 of the 30.7 million culled birds were located at facilities dedicated to support
inline breaking facilities in Iowa.
-
Selling prices for egg products in fiscal 2021 were negatively impacted by a decline in foodservice demand during the
more restrictive phases of governmental and business shutdowns due to the pandemic.
COST OF SALES
Cost of sales for fiscal 2022 were $1,440.1 million compared to $1,188.3 million for fiscal 2021.
Cost of sales consi sts of costs directly related to producing, processing and packing shell eggs, purchases of shell eggs from
outside producers, processing and packing of liquid and frozen egg products and other non-egg costs. Farm production costs are
those costs incurred at the egg production facility, including feed, facility, hen amortization and other related farm production
costs.
The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):
Fiscal Year Ended
May 28, 2022
May 29, 2021
% Change
Cost of Sales:
Farm production
$
927,806
$
730,902
26.9
%
Processing, packaging, and warehouse
289,056
250,058
15.6
Egg purchases and other (including change in inventory)
172,034
177,634
(3.2)
Total shell eggs
1,388,896
1,158,594
19.9
Egg products
51,204
29,536
73.4
Other
—
196
(100.0)
Total
$
1,440,100
$
1,188,326
21.2
%
Farm production costs (per dozen produced)
Feed
$
0.571
$
0.446
28.0
%
Other
$
0.352
$
0.320
10.0
%
Total
$
0.923
$
0.766
20.5
%
Outside egg purchases (average cost per dozen)
$
1.72
$
1.22
41.0
%
Dozens produced
1,022,327
970,837
5.3
%
Percent produced to sold
94.3%
90.5%
4.2
%
Farm Production
-
Feed costs per dozen produced increased 28.0% in fiscal 2022 compared to fiscal 2021, primarily due to higher feed
ingredient prices, discussed above.
-
Other farm production costs increased due to higher flock amortization, primarily from an increase in our cage-free
production, which has higher capitalized costs. Also, higher feed costs, which began to rise in our third quarter of fiscal
2021, are capitalized in our flocks during pullet production and increased our amortization expense.
-
We had higher facility expense as more cage-free facilities came into production.
Processing, packaging, and warehouse
-
Cost of packaging materials increased 11.9% compared to fiscal 2021 as supply chain constraints initially caused by the
pandemic increased costs for packaging products and manufacturers implemented pandemic surcharges. Costs also
increased due to rising inflation.
-
Labor costs increased 14.4% due to wage increases in response to labor shortages, primarily due to the pandemic and its
effects.
-
Dozens processed increased 5.0% compared to fiscal 2021, which resulted in an $11.4 million increase in costs.
28
Egg purchases and other (including change in inventory)
-
Costs in this category decreased primarily due to the decrease in the volume of outside egg purchases, as our percentage
of produced to sold increased to 94.3% in fiscal 2022 from 90.5% in fiscal 2021, partially offset by higher egg prices.
Looking forward to fiscal 2023, market indications point to higher corn and soybean prices and greater volatility tied to the
Russia-Ukraine war and higher export demand.
GROSS PROFIT
Gross profit, as a percentage of net sales, was 19.0% for fiscal 2022, compared to 11.9% for fiscal 2021. The increase resulted
primarily from higher selling prices for conventional eggs as well as the increased volume of specialty eggs sold, partially offset
by the increased cost of feed ingredients, increased processing costs and the decline in the volume of conventional eggs sold.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling, general, and administrative expenses ("SGA") include costs of marketing, distribution, accounting, and corporate
overhead. SG&A increased $14.7 million to $198.6 million in fiscal 2022. The following table presents an analysis of our SGA
expenses (in thousands):
Fiscal Year Ended
May 28, 2022
May 29, 2021
$ Change
% Change
Specialty egg expense
$
59,830
$
59,294
$
536
0.9
%
Delivery expense
62,677
52,670
10,007
19.0
%
Payroll, taxes and benefits
43,954
43,327
627
1.4
%
Stock compensation expense
4,063
3,778
285
7.5
%
Other expenses
28,107
24,874
3,233
13.0
%
Total
$
198,631
$
183,943
$
14,688
8.0
%
Specialty egg expense
-
Specialty egg expense which includes franchise fees, advertising and promotion costs generally tracks with specialty
egg volumes, which were up 16.7% for fiscal 2022 compared to fiscal 2021. However, our specialty egg expense
increased only 0.9%, primarily due to increased sales to other Eggland’s Best, Inc. (“EB”) franchisees, including
unconsolidated affiliates, Specialty Eggs, LLC and Southwest Specialty Eggs, LLC, that were responsible for the
franchise fees, advertising and promotion costs associated with those sales resulting in reduced costs for us. Also, the
strong conventional market diminished the need to promote specialty eggs; and as a result, EB temporarily reduced the
related franchise fees for certain specialty egg products to encourage continued production of these products.
Delivery expense
-
The increased delivery expense is primarily due to the increase in fuel and labor costs for both our fleet and contract
trucking.
Other expenses
-
The increase in other expenses is primarily due to property losses incurred that were not covered by insurance as well
as increased premiums for property and casualty insurance programs. We also accrued an additional $1.1 million in
property taxes due to the Red River acquisition.
OPERATING INCOME (LOSS)
As a result of the above, our operating income was $143.5 million for fiscal 2022, compared to operating loss of $26.3 million
for fiscal 2021.
OTHER INCOME (EXPENSE)
Total other income (expense) consists of items not directly charged to, or related to, operations such as interest income and
expense, equity in income or loss of unconsolidated entities, and patronage dividends, among other items.
29
The Company recorded interest income of $988 thousand in fiscal 2022, compared to $2.8 million in fiscal 2021. We recorded
interest expense of $403 thousand and $213 thousand in fiscal 2022 and 2021, respectively, primarily related to commitment fees
on our Credit Facility described below.
Patronage dividends, which represent distributions from our membership in EB, increased $1.1 million or 12.5%. Patronage
dividends are paid once a year based on EB’s profits and its available cash.
Equity in income from unconsolidated entities for fiscal 2022 was $1.9 million compared to $622 thousand for fiscal 2021, due
to increased specialty egg prices as well as increased sales volume resulting from our additional investment in Southwest Specialty
to expand its operations.
Other, net for fiscal 2022 was income of $9.8 million compared to $4.1 million for fiscal 2021. The majority of the increase is
due to our acquisition of the remaining 50% membership interest in Red River as we recognized a $4.5 million gain due to the
remeasurement of our equity investment, along with the $1.6 million payments related to review and adjustment of our various
marketing agreements.
INCOME TAXES
For the fiscal year ended May 28, 2022, our pre-tax income was $166.0 million, compared to pre-tax loss of $9.9 million for
fiscal 2021. Income tax expense of $33.6 million was recorded for fiscal 2022 with an effective tax rate of 20.2%. Included in
fiscal 2022 income tax expense is the discrete tax benefit of $8.3 million discussed in
Notes to Condensed Consolidated Financial Statements in this Annual Report. Excluding the discrete tax benefit, income tax
expense was $41.9 million with an adjusted effective tax rate of 25.2%. For fiscal 2021, income tax benefit was $12.0 million.
Excluding the impact of discrete items related to a $12.4 million net tax benefit recorded during fiscal 2021 in connection with
the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), our income tax benefit for the comparable period
of fiscal 2021 was $2.2 million, which reflects an adjusted effective tax rate of 22.7%.
At May 28, 2022, the Company had an income tax receivable of $42.1 million compared to $42.5 million at May 29, 2021. The
income tax receivable is related to the Company’s decision to carryback fiscal 2020 and fiscal 2021 taxable net operating losses
to recover a portion of taxes paid in fiscal 2015 and fiscal 2016. During fiscal 2022, the Company filed both federal carryback
tax returns, and we believe we will receive the refunds during our third fiscal quarter of 2023.
Items causing our effective tax rate to differ from the federal statutory income tax rate of 21% are state income taxes, certain
federal tax credits and certain items included in income or loss for financial reporting purposes that are not included in taxable
income or loss for income tax purposes, including tax exempt interest income, certain nondeductible expenses, and net income
or loss attributable to noncontrolling interest.
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
Net loss attributable to noncontrolling interest was $209 thousand for fiscal 2022 compared to no such income or loss for fiscal
2021.
NET INCOME ATTRIBUTABLE TO CAL-MAINE FOODS, INC.
As a result of the above, net income attributable to Cal-Maine Foods, Inc. for fiscal 2022 was $132.7 million, or $2.73 per basic
and $2.72 per diluted share, compared to $2.1 million, or $0.04 per basic and diluted share for fiscal 2021.
Fiscal Year Ended May 29, 2021 Compared to Fiscal Year Ended May 30, 2020
The discussion of our results of operations for the fiscal year ended May 29, 2021 compared to the fiscal year ended May 30,
2020 can be found in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in
the Company's fiscal 2021 Annual Report on Form 10-K.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital and Current Ratio
Our working capital at May 28, 2022 was $476.8 million, compared to $429.8 million at May 29, 2021. The calculation of
working capital is defined as current assets less current liabilities. Our current ratio was 3.58 at May 28, 2022 compared to 5.77
30
at May 29, 2021. The current ratio is calculated by dividing current assets by current liabilities. Due to seasonal factors described
in
, we generally expect our need for working capital to be highest in the fourth and first
fiscal quarters ending in May/June and August/September, respectively.
Cash Flows from Operating Activities
Net cash provided by operating activities was $126.2 million for fiscal year 2022 compared with $26.1 million for fiscal year
2021. The increase in cash flow from operations resulted primarily from higher selling prices for conventional eggs as well as the
increased volume of specialty eggs, partially offset by the increased cost of feed ingredients and processing costs. The increase
in accounts payables, accrued expenses and other liabilities is primarily due to $62.3 million balance for dividends and income
tax payables as of May 28, 2022.
Cash Flows from Investing Activities
We continue to invest in our facilities, with $72.4 million used to purchase property, plant and equipment for fiscal 2022,
compared to $95.1 million in fiscal 2021. Proceeds from the sale of property, plant and equipment was $8.3 million for fiscal
2022, compared to $3.4 million for in fiscal 2021. We also acquired the remaining 50% membership interest in Red River during
our first quarter of fiscal 2022 for $44.8 million, net of cash acquired. Purchases of investments were $98.2 million in fiscal 2022,
compared to $88.3 million in fiscal 2021. Sales and maturities of investment securities were $92.7 million for fiscal 2022,
compared to $129.1 million for fiscal 2021. We received $400 thousand in distributions from unconsolidated entity in fiscal 2022
compared to $6.7 million for fiscal 2021.
Cash Flows from Financing Activities
We paid dividends totaling $6.1 million and $1.7 million in fiscal 2022 and 2021, respectively. Purchases of common stock by
treasury of $1.1 million and $871 thousand were made to satisfy tax withholding obligations for employees in connection with
the vesting of restricted common stock. Cash payments of $215 thousand and $205 thousand were made on our finance lease.
As of May 28, 2022, cash increased $1.7 million since May 29, 2021, compared to a decrease of $20.8 million during fiscal 2021.
Credit Facility
We had no long-term debt outstanding at the end of fiscal 2022 and 2021. On November 15, 2021, we entered into an Amended
and Restated Credit Agreement (the “Credit Agreement”) with a five-year term. The Credit Agreement amended and restated the
Company’s previously existing credit agreement dated July 10, 2018. The Credit Agreement provides for an increased senior
secured revolving credit facility (the “Credit Facility”), in an initial aggregate principal amount of up to $250 million. As of May
28, 2022, no amounts were borrowed under the Credit Facility. We have $4.1 million in outstanding standby letters of credit,
which were issued under our Credit Facility for the benefit of certain insurance companies. Refer to Part II. Item 8. Notes to the
Financial Statements,
31
Material Cash Requirements
Material cash requirements for operating activities consist of feed ingredients, employee related costs, and other general operating
expenses, which we expect to be paid from our cash from operations.
We continue to monitor the increasing demand for cage-free eggs and to engage with our customers in an effort to achieve a
smooth transition to meet their announced commitment timeline for cage-free egg sales. As of May 28, 2022, we had invested
approximately $516 million in facilities, equipment and related operations to expand our cage-free production starting with our
first facility in 2008. The following table presents current material construction projects approved as of May 28, 2022, along with
our $55.3 million capital project approved subsequent to the end of the fourth quarter 2022 to convert existing capacity at our
Chase, Kansas production facility to house approximately 1.5 million cage-free hens and include remodels of all remaining pullet
facilities (in thousands):
Project(s) Type
Projected
Completion
Projected Cost
Spent as of
May 28, 2022
Remaining
Projected Cost
Cage-Free Layer & Pullet Houses/Processing
Facility
Fiscal 2023
$
131,974
$
113,386
$
18,588
Cage-Free Layer & Pullet Houses
Fiscal 2023
24,171
14,201
9,970
Cage-Free Layer & Pullet Houses
Fiscal 2024
42,591
107
42,484
Cage-Free Layer & Pullet Houses
Fiscal 2025
94,183
144
94,039
$
292,919
$
127,838
$
165,081
For additional information, see
payments, in thousands, to be made under existing contractual obligations as of May 28, 2022. Further information on debt
obligations is contained in
, and on lease obligations in
, each in Part II. Item 8. Notes
to the Consolidated Financial Statements. As of May 28, 2022, we had no outstanding long-term debt.
Payments due by period
Total
Less than
1 year
1-3
years
3-5
years
More than
5 years
Finance leases
$
457
$
239
$
218
$
—
$
—
Operating leases
1,080
539
536
5
—
Purchase obligations:
Feed ingredients
(a)
172,132
172,132
—
—
—
Construction contracts and other equipment
27,568
19,281
8,287
—
—
Total
$
201,237
$
192,191
$
9,041
$
5
$
—
(a)
Actual purchase obligations may change based on the contractual terms and agreements
We believe our current cash balances, investments, cash flows from operations, and Credit Facility will be sufficient to fund our
capital needs for at least the next 12 months.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
For information on changes in accounting principles and new accounting principles, see “
New Accounting Pronouncements and
Policies
” in Part II. Item 8. Notes to Consolidated Financial Statements,
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from these estimates. Critical accounting estimates are those
estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably
likely to have a material impact on the financial condition or results of operations. Our critical accounting estimates are described
below.
32
BUSINESS COMBINATION S
The Company applies the acquisition method of accounting, which requires that once control is obtained, all the assets acquired
and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at
the date of acquisition. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as
goodwill.
We typically use the income method approach for intangible assets acquired in a business combination. Significant judgment
exists in valuing certain intangible assets. and the most significant assumptions requiring judgment involve estimating the amount
and timing of future cash flows, growth rates, discount rates selected to measure the risks inherent in the future cash flows and
the asset’s expected useful lives.
The fair values of identifiable assets and liabilities is determined internally and requires estimates and the use of various valuation
techniques. When a market value is not readily available, our internal valuation methodology considers the remaining estimated
life of the assets acquired and significant judgment is required as management determines the fair market value for those assets.
Due to inherent industry uncertainties including volatile egg prices and feed costs, unanticipated market changes, events, or
circumstances may occur that could affect the estimates and assumptions used, which could result in subsequent impairments.
INVENTORIES
Inventories of eggs, feed, supplies and flocks are valued principally at the lower of cost (first-in, first-out method) or net realizable
value. If market prices for eggs and feed grains move substantially lower, we record adjustments to write down the carrying
values of eggs and feed inventories to fair market value. The cost associated with flock inventories, consisting principally of chick
purchases, feed, labor, contractor payments and overhead costs, are accumulated during the growing period of approximately 22
weeks. Capitalized flock costs are then amortized over the flock’s productive life, generally one to two years. Judgment exists in
determining the flock’s productive life including factors such as laying rate and egg size, molt cycles, and customer demand.
Furthermore, other factors such as hen type or weather conditions could affect the productive life. These factors could make our
estimates of productive life differ from actual results. Flock mortality is charged to cost of sales as incurred. High mortality from
disease or extreme temperatures will result in abnormal write-downs to flock inventories. Management continually monitors each
flock and attempts to take appropriate actions to minimize the risk of mortality loss.
GOODWILL
As a result of acquiring businesses, the Company has $44.0 million of goodwill on May 28, 2022. Goodwill is evaluated for
impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test is
necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of
a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any
impairment.
The Company has determined that all of our locations share similar economic characteristics and support each other in the
production of eggs and customer support. Therefore, we aggregate all our locations as a single reporting unit for testing goodwill
for impairment. When the Company acquires a new location, we determine whether it should be integrated into our single
reporting unit or treated as a separate reporting unit. Historically, we have concluded that acquired operations should be integrated
into our single reporting unit due to the operational changes, redistribution of customers, and significant changes in management
that occur when we acquire businesses, which result in the acquired operations sharing similar economic characteristics with the
rest of our locations. Once goodwill associated with acquired operations becomes part of goodwill of our single reporting unit, it
no longer represents the particular acquired operations that gave rise to the goodwill. We may conclude that a business acquired
in the future should be treated as a separate reporting unit, in which case it would be tested separately for goodwill impairment.
At May 28, 2022, goodwill represented 3.1% of total assets and 2.9% of stockholders’ equity.
Judgment exists in management’s evaluation of the qualitative factors which include macroeconomic conditions, the current egg
industry environment, cost inputs such as feed ingredients and overall financial performance. Furthermore, judgment exists in the
evaluation of the threshold of whether it is more likely than not that the fair value of a reporting unit is less than its carrying
amount. Uncertainty exists due to uncontrollable events that could occur that could negatively affect our operating conditions.
During our annual impairment test in fiscal 2022, we determined that goodwill passed the qualitative assessment and therefore
no quantitative analysis of goodwill impairment was necessary.
33
REVENUE RECOGNITION
Revenue recognition is completed upon satisfaction of the performance obligation to the customer, which typically occurs within
days of the Company and customer agreeing upon the order. See
Consolidated Financial Statements for further discussion of the policy.
The Company believes the performance obligation is met upon delivery and acceptance of the product by our customers. Costs
to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated
Statements of Income. Sales revenue reported in the accompanying Consolidated Statements of Income is reduced to reflect
estimated returns and allowances. The Company records an estimated sales allowance for returns and discounts at the time of
sale using historical trends based on actual sales returns and sales.
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount
offers (e.g., percentage discounts off current purchases), inducement offers (e.g., offers for future discounts subject to a minimum
current purchase), and other similar offers. Current discount offers, when accepted by customers, are treated as a reduction to the
sales price of the related transaction, while inducement offers, when accepted by customers, are treated as a reduction to sales
price based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for
similar inducement offers. Current discount and inducement offers are presented as a net amount in ‘‘Net sales.’’
As the estimates noted above are based on historical information, we do not believe that there will be a material change in the
estimates and assumptions used to recognize revenue. However, if actual results varied significantly from our estimates it could
expose us to material gains or losses.
LOSS CONTINGENCIES
The Company evaluates whether a loss contingency exists, and if the assessment of a contingency indicates it is probable that a
material loss has been incurred and the amount of the loss can be reasonably estimated, the estimated loss would be accrued in
the Company’s financial statements. The Company expenses the costs of litigation as they are incurred.
There were no loss contingency reserves for the past three fiscal years. Our evaluation of whether loss contingencies exist
primarily relates to litigation matters. The outcome of litigation is uncertain due to, among other things, uncertainties regarding
the facts will be established during the proceedings, uncertainties regarding how the law will be applied to the facts established,
and uncertainties regarding the calculation of any potential damages or the costs of any potential injunctive relief. If the facts
discovered or the Company’s assumptions change, future reserves for loss contingencies may be required. Results of operations
may be materially affected by losses or a loss contingency reserve resulting from adverse legal proceedings.
INCOME TAXES
We determine our effective tax rate by estimating our permanent differences resulting from differing treatment of items for tax
and accounting purposes. Judgment and uncertainty exist with management’s application of tax regulations and evaluation of the
more-likely-than-not recognition and measurement thresholds. We are periodically audited by taxing authorities. An adverse tax
settlement could have a negative impact on our effective tax rate and our results of operations.
34
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
COMMODITY PRICE RISK
Our primary exposure to market risk arises from changes in the prices of conventional eggs, which are subject to significant price
fluctuations that are largely beyond our control. We are focused on growing our specialty shell egg business because the selling
prices of specialty shell eggs are generally not as volatile as conventional shell egg prices. Our exposure to market risk also
includes changes in the prices of corn and soybean meal, which are commodities subject to significant price fluctuations due to
market conditions that are largely beyond our control. To ensure continued availability of feed ingredients, we may enter into
contracts for future purchases of corn and soybean meal, and as part of these contracts, we may lock-in the basis portion of our
grain purchases several months in advance and commit to purchase organic ingredients to help assure supply. Ordinarily, we do
not enter long-term contracts beyond a year to purchase corn and soybean meal or hedge against increases in the price of corn
and soybean meal. The following table outlines the impact of price changes for corn and soybean meal on feed costs per dozen
as feed ingredient pricing varies:
Change in price per bushel of corn
$
(0.84)
$
(0.56)
$
(0.28)
$
0.00
$
0.28
$
0.56
$
0.84
Change
per ton
Soybean
Meal
$
(76.50)
0.511
0.521
0.531
0.541
0.551
0.561
0.571
$
(51.00)
0.521
0.531
0.541
0.551
0.561
0.571
0.581
$
(25.50)
0.531
0.541
0.551
0.561
0.571
0.581
0.591
$
0.00
0.541
0.551
0.561
0.571
(a)
0.581
0.591
0.601
$
25.50
0.551
0.561
0.571
0.581
0.591
0.601
0.611
$
51.00
0.561
0.571
0.581
0.591
0.601
0.611
0.621
$
76.50
0.571
0.581
0.591
0.601
0.611
0.621
0.631
(a)
Based on 2022 actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production costs.
INTEREST RATE RISK
The fair value of our debt is sensitive to changes in the general level of U.S. interest rates. In November 2021, we entered into a
$250 million Credit Facility which bears interest at a variable rate. No amounts were outstanding under that facility during fiscal
2022. Under our current policies, we do not use interest rate derivative instruments to manage our exposure to interest rate
changes.
FIXED INCOME SECURITIES RISK
At May 28, 2022, the effective maturity of our cash equivalents and investment securities available for sale was 9.5 months, and
the composite credit rating of the holdings are A / A2 / A (S&P / Moody’s / Fitch).
CONCENTRATION OF CREDIT RISK
Our financial instruments exposed to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit
risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas,
except that at May 28, 2022 and May 29, 2021, 27.9% and 23.8%, respectively, of our net accounts receivable balance was due
from Walmart Inc. (including Sam’s Club). No other single customer or customer group represented 10% or greater of net
accounts receivable.
35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Cal-Maine Foods, Inc. and Subsidiaries
Ridgeland, Mississippi
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Cal-Maine Foods, Inc. and Subsidiaries as of May
28, 2022 and May 29, 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash
flows for each of the three years in the period ended May 28, 2022, and the related consolidated notes and schedule listed in the
Index at Item 15(a)(1) and 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of Cal-Maine Foods, Inc. and
Subsidiaries as of May 28, 2022 and May 29, 2021, and the results of their operations and their cash flows for each of the three
years in the period ended May 28, 2022, in conformity with accounting principles generally accepted in the United States of
America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 28, 2022,
based on the criteria established in
2013 Internal Control – Integrated Framework
Organizations of the Treadway Commission and our report dated July 19, 2022 expressed an unqualified opinion.
Basis for Opinion
These consolidated financial statements are the responsibility of the entities’ management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to Cal-Maine Foods, Inc. and Subsidiaries in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our
audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to
accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing
a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Contingent Liabilities – Litigation and Claims – Refer to Note 18 in the Consolidated Financial Statements
Critical Audit Matter Description
Cal-Maine Foods, Inc. and Subsidiaries record liabilities for legal proceedings and claims in those instances where they
can reasonably estimate the amount of the loss and when the liability is probable. Where the reasonable estimate of the probable
loss is a range, Cal-Maine Foods, Inc. and Subsidiaries record the most likely estimate of the loss, or the low end of the range if
36
there is no one best estimate. Cal-Maine Foods, Inc. and Subsidiaries either disclose the amount of a possible loss or range of loss
in excess of established accruals if estimable, or states that such an estimate cannot be made. Cal-Maine Foods, Inc. and
Subsidiaries disclose significant legal proceedings and claims even where liability is not probable or the amount of the liability
is not estimable, or both, if Cal-Maine Foods, Inc. and Subsidiaries believe there is at least a reasonable possibility that a loss
may be incurred.
We identified litigation and claims as a critical audit matter because of the challenges auditing management’s judgments
applied in determining the likelihood of loss related to the resolution of such claims. Specifically, auditing management’s
determination of whether any contingent loss arising from the related litigation and claims is probable, reasonably possible or
remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of the issue.
How the Critical Audit Matter was addressed during the Audit
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our
overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of the controls
relating to the Cal-Maine Foods, Inc. and Subsidiaries’ evaluation of the liability related to legal proceedings and claims, including
controls over determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well as financial
statement disclosures over the legal proceedings and claims. These procedures also included obtaining and evaluating the letters
of audit inquiry with external legal counsel, evaluating the reasonableness of Cal-Maine Foods, Inc. and Subsidiaries’ assessment
regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable, evaluating the
sufficiency of Cal-Maine Foods, Inc. and Subsidiaries’ disclosures related to legal proceedings and claims and evaluating the
completeness and accuracy of Cal-Maine Foods, Inc. and Subsidiaries’ legal contingencies.
We have served as the Company’s auditor since 2007.
Little Rock, Arkansas
July 19, 2022
37
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except for par value amounts)
May 28, 2022
May 29, 2021
Assets
Current assets:
Cash and cash equivalents
$
$
Investment securities available-for-sale
Receivables:
Trade receivables, net
Income tax receivable
Other
Total receivables, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property, plant & equipment, net
Finance lease right-of-use asset, net
Operating lease right-of-use asset, net
Investments in unconsolidated entities
Goodwill
Intangible assets, net
Other long-term assets
Total assets
$
$
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable
$
$
Dividends payable
Accrued wages and benefits
Income tax payable
Accrued expenses and other liabilities
Current portion of finance lease obligation
Current portion of operating lease obligation
Total current liabilities
Long-term finance lease obligation
Long-term operating lease obligation
Other noncurrent liabilities
Deferred income taxes
Total liabilities
Commitments and contingencies - see
Note 18
—
—
Stockholders’ equity:
Common stock ($
Common stock – authorized
Class A convertible common stock – authorized and issued
Paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax
(1,596 )
(558 )
Common stock in treasury, at cost –
respectively
(28,447 )
(27,433 )
Total Cal-Maine Foods, Inc. stockholders’ equity
Noncontrolling interest in consolidated equity
(206 )
Total stockholders’ equity
Total liabilities and stockholders’ equity
$
$
See Notes to Consolidated Financial Statements.
38
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share amounts)
Fiscal years ended
May 28, 2022
May 29, 2021
May 30, 2020
52 weeks
52 weeks
52 weeks
Net sales
$
$
$
Cost of sales
Gross profit
Selling, general and administrative
(Gain) loss on disposal of fixed assets
(5,109 )
Operating income (loss)
(26,264 )
Other income (expense):
Interest expense
(403 )
(213 )
(498 )
Interest income
Patronage dividends
Equity in income of unconsolidated entities
Other, net
Total other income
Income (loss) before income taxes
(9,949 )
Income tax expense (benefit)
(12,009 )
Net income
Less: Net loss attributable to noncontrolling interest
(209 )
(63 )
Net income attributable to Cal-Maine Foods, Inc.
$
$
$
Net income per share attributable to Cal-Maine Foods, Inc.:
Basic
$
$
$
Diluted
$
$
$
Weighted average shares outstanding:
Basic
Diluted
See Notes to Consolidated Financial Statements.
39
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of
Comprehensive Income
(in thousands)
Fiscal years ended
May 28, 2022
May 29, 2021
May 30, 2020
Net income
$
$
$
Other comprehensive loss, before tax:
Unrealized holding gain (loss) available-for-sale securities, net of
reclassification adjustments
(1,398 )
(736 )
Increase in accumulated post-retirement benefits obligation, net of
reclassification adjustments
(9 )
(137 )
(445 )
Other comprehensive loss, before tax
(1,407 )
(873 )
(386 )
Income tax benefit related to items of other comprehensive loss
(369 )
(236 )
(110 )
Other comprehensive loss, net of tax
(1,038 )
(637 )
(276 )
Comprehensive income
Less: comprehensive loss attributable to the noncontrolling interest
(209 )
(63 )
Comprehensive income attributable to Cal-Maine Foods, Inc.
$
$
$
See Notes to Consolidated Financial Statements.
40
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(in thousands)
Common Stock
Shares
Amount
Class A
Shares
Class A
Amount
Treasury
Shares
Treasury
Amount
Paid In
Capital
Retained
Earnings
Accum.
Other
Comp.
Income
(loss)
Noncontrolling
Interest
Total
Balance at June 1, 2019
$
$
$
(25,866 )
$
$
$
$
Stock compensation plan transactions
—
—
—
—
(79 )
(808 )
—
—
—
Distributions to noncontrolling interest
partners
—
—
—
—
—
—
—
—
—
(755 )
(755 )
Acquisition of noncontrolling interest in
Texas Egg Products, LLC
—
—
—
—
—
—
—
—
(2,364 )
(135 )
Net income (loss)
—
—
—
—
—
—
—
—
(63 )
Other comprehensive loss, net of tax
—
—
—
—
—
—
—
—
(276 )
—
(276 )
Balance at May 30, 2020
—
(26,674 )
—
Impact of ASC 326, see Note 1
—
—
—
—
—
—
—
—
—
Balance at May 31, 2020
(26,674 )
—
Stock compensation plan transactions
—
—
—
—
(85 )
(759 )
—
—
Dividends
—
—
—
—
—
—
—
(1,652 )
—
—
(1,652 )
Contributions
—
—
—
—
—
—
—
—
—
Net income
—
—
—
—
—
—
—
—
—
Other comprehensive loss, net of tax
—
—
—
—
—
—
—
—
(637 )
(637 )
Balance at May 29, 2021
(27,433 )
(558 )
Stock compensation plan transactions
—
—
—
—
(81 )
(1,014 )
—
—
—
Dividends
—
—
—
—
—
—
—
(42,773 )
—
—
(42,773 )
Contributions
—
—
—
—
—
—
—
—
—
Net income (loss)
—
—
—
—
—
—
—
—
(209 )
Other comprehensive loss, net of tax
—
—
—
—
—
—
—
—
(1,038 )
—
(1,038 )
Balance at May 28, 2022
$
$
$
(28,447 )
$
$
$
(1,596 )
$
(206 )
$
See Notes to Consolidated Financial Statements.
41
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Fiscal year ended
May 28, 2022
May 29, 2021
May 30, 2020
Cash flows from operating activities:
Net income
$
$
$
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Deferred income taxes
Equity in income of affiliates
(1,943 )
(622 )
(534 )
(Gain) Loss on disposal of property, plant and equipment
(5,109 )
Impairment loss on fixed assets
Stock compensation expense, net of amounts paid
Unrealized losses on investments
(745 )
Gains on sales of investments
(2,208 )
(22 )
(611 )
Purchases of equity securities
(334 )
(275 )
Sales of equity securities
Amortization of investments
Gain on change in fair value of investment in affiliates
(4,545 )
Other
(109 )
(427 )
(248 )
Change in operating assets and liabilities, net of effects from acquisitions:
Increase in receivables and other assets
(97,722 )
(33,487 )
(28,300 )
Increase in inventories
(36,152 )
(31,159 )
(9,704 )
Increase (decrease) in accounts payable, accrued expenses and other
liabilities
(1,412 )
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of investments
(98,243 )
(88,283 )
(107,234 )
Sales of investments
Acquisition of businesses, net of cash acquired
(44,823 )
(44,650 )
Investment in unconsolidated entities
(3,000 )
Distributions from unconsolidated entities
Purchases of property, plant and equipment
(72,399 )
(95,069 )
(124,178 )
Net proceeds from disposal of property, plant and equipment
Net cash used in investing activities
(117,021 )
(44,191 )
(61,365 )
Cash flows from financing activities:
Principal payments on long-term debt
(1,500 )
Principal payments on finance lease
(215 )
(205 )
(196 )
Distributions to noncontrolling interest partners
(755 )
Purchase of common stock by treasury
(1,127 )
(871 )
(910 )
Payments of dividends
(6,117 )
(1,652 )
Contributions
Net cash used in financing activities
(7,456 )
(2,723 )
(3,361 )
Increase (decrease) in cash and cash equivalents
(20,778 )
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
$
$
$
Supplemental information:
Cash paid for operating leases
$
$
$
Income taxes paid
$
$
$
Interest paid
$
$
$
See Notes to Consolidated Financial Statements.
42
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Cal-Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is primarily engaged in the production, grading, packing and sale of
fresh shell eggs, including nutritionally-enhanced, cage-free, organic, free-range, pasture-raised and brown 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.
Principles of Consolidation
The consolidated financial statements include the accounts of all wholly-owned subsidiaries and of majority-owned subsidiaries
over which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation.
Fiscal Year
The Company’s fiscal year-end is on the Saturday closest to May 31. Each of the year-to-date periods ended
May 28, 2022
, May
29, 2021, and May 30, 2020, included
Use of Estimates
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP")
in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash
equivalents. We maintain bank accounts that are insured by the Federal Deposit Insurance Corporation up to $250,000. The
Company routinely maintains cash balances with certain financial institutions in excess of federally insured amounts. The
Company has not experienced any loss in such accounts. The Company manages this risk through maintaining cash deposits and
other highly liquid investments in high quality financial institutions.
We primarily utilize a cash management system with a series of separate accounts consisting of lockbox accounts for receiving
cash, concentration accounts to which funds are moved, and zero-balance disbursement accounts for funding accounts payable.
Checks issued, but not presented to the banks for payment, may result in negative book cash balances, which are included in
accounts payable. At May 29, 2021, checks outstanding in excess of related book cash balances totaled $
Investment Securities
Our investment securities are accounted for in accordance with ASC 320, “Investments - Debt and Equity Securities” (“ASC
320”). The Company considers its debt securities for which there is a determinable fair market value, and there are no restrictions
on the Company's ability to sell within the next 12 months, as available-for-sale. We classify these securities as current, because
the amounts invested are available for current operations. Available -for-sale securities are carried at fair value, with unrealized
gains and losses reported as a separate component of stockholders’ equity. The Company regularly evaluates changes to the rating
of its debt securities by credit agencies and economic conditions to assess and record any expected credit losses through allowance
for credit losses, limited to the amount that fair value was less than the amortized cost basis. The cost basis for realized gains and
losses on available-for-sale securities is determined by the specific identification method. Gains and losses are recognized in other
income (expenses) as Other, net in the Company's Consolidated Statements of Income. Investments in mutual funds are classified
as “Other long-term assets” in the Company’s Consolidated Balance Sheets.
Trade Receivables
Trade receivables are stated at their carrying values, which include a reserve for credit losses. At May 28, 2022 and May 29,
2021, reserves for credit losses were $
43
based on an evaluation of each customer's financial condition and credit history. Collateral is generally not required. The
Company minimizes exposure to counter party credit risk through credit analysis and approvals, credit limits, and monitoring
procedures. In determining our reserve for credit losses, receivables are assigned an expected loss based on historical loss
information adjusted as needed for economic and other forward-looking factors. At May 28, 2022 and May 29, 2021,
customer accounted for approximately
% and
% of the Company’s trade accounts receivable, respectively.
Inventories
Inventories of eggs, feed, supplies and flocks are valued principally at the lower of cost (first-in, first-out method) or net realizable
value.
The cost associated with flocks, consisting principally of chicks, feed, labor, contractor payments and overhead costs, are
accumulated during a growing period of approximately
lives of the flocks, generally
one
. Flock mortality is charged to cost of sales as incurred.
The Company does not disclose the gross cost and accumulated amortization with respect to its flock inventories since this
information is not utilized by management in the operation of the Company.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is provided by the straight-line method over the estimated useful
lives, which are
maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When
property, plant, and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated
depreciation are removed from the accounts and any gain or loss is included in operations. The Company capitalizes interest cost
incurred on funds used to construct property, plant, and equipment as part of the asset to which it relates and amortizes such cost
over the asset’s estimated useful life. When certain events or changes in operating conditions occur, asset lives may be adjusted
and an impairment assessment may be performed on the recoverability of the carrying amounts.
Leases
The Company determines if an arrangement is a lease at inception of the arrangement and classifies it as an operating lease or
finance lease. We recognize the right to use an underlying asset for the lease term as a right-of-use ("ROU") asset on our balance
sheet. A lease liability is recorded to represent our obligation to make lease payments over the term of the lease. These assets and
liabilities are included in our Consolidated Balance Sheet in Finance lease right-of-use asset, Operating lease right-of-use asset,
Current portion of finance lease obligation, Current portion of operating lease obligation, Long-term finance lease obligation, and
Long-term operating lease obligation.
The Company records ROU assets and lease obligations based on the discounted future minimum lease payments over the term
of the lease. When the rate implicit in the lease is not easily determinable, the Company’s incremental borrowing rate is used to
calculate the present value of the future lease payments. The Company elected not to recognize ROU assets and lease obligations
for leases with an initial term of 12 months or less. Lease expense for operating leases is recognized on a straight-line basis over
the lease term.
Investments in Unconsolidated Entities
The equity method of accounting is used when the Company has a 20% to 50% interest in other entities or when the Company
exercises significant influence over the entity. Under the equity method, original investments are recorded at cost and adjusted
by the Company’s share of undistributed earnings or losses of these entities. Nonmarketable investments in which the Company
has less than a 20% interest and in which it does not have the ability to exercise significant influence over the investee are initially
recorded at cost, and periodically reviewed for impairment.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is
evaluated for impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test
is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value
of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of
any impairment.
44
Intangible Assets
Included in other intangible assets are separable intangible assets acquired in business acquisitions, which include franchise fees,
non-compete agreements and customer relationship intangibles. They are amortized over their estimated useful lives of
years. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully
amortized and the asset is no longer in use or the contract has expired. When certain events or changes in operating conditions
occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.
Accrued Self Insurance
We use a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for health and welfare,
workers’ compensation, auto liability and general liability risks. Liabilities associated with our risks retained are estimated, in
part, by considering claims experience, demographic factors, severity factors and other actuarial assumptions.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as
treasury stock. The grant of restricted stock through the Company’s share-based compensation plans is funded through the
issuance of treasury stock. Gains and losses on the subsequent reissuance of shares in accordance with the Company’s share-
based compensation plans are credited or charged to paid-in capital in excess of par value using the average-cost method.
Revenue Recognition and Delivery Costs
Revenue recognition is completed upon satisfaction of the performance obligation to the customer, which typically occurs within
days of the Company and customer agreeing upon the order. See
policy.
The Company believes the performance obligation is met upon delivery and acceptance of the product by our customers. Costs
to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated
Statements of Income. Sales revenue reported in the accompanying consolidated statements of income is reduced to reflect
estimated returns and allowances. The Company records an estimated sales allowance for returns and discounts at the time of
sale using historical trends based on actual sales returns and sales.
Advertising Costs
The Company expensed advertising costs as incurred of $
2020, respectively.
Income Taxes
Income taxes are accounted for using the liability method. Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. The Company’s policy with respect to evaluating uncertain tax positions is based upon whether management
believes it is more likely than not the uncertain tax positions will be sustained upon review by the taxing authorities. The tax
positions must meet the more-likely-than-not recognition threshold with consideration given to the amounts and probabilities of
the outcomes that could be realized upon settlement using the facts, circumstances and information at the reporting date. The
Company will reflect only the portion of the tax benefit that will be sustained upon resolution of the position and applicable
interest on the portion of the tax benefit not recognized. The Company initially and subsequently measures the largest amount of
tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all
relevant information. The Company records interest and penalties on uncertain tax positions as a component of income tax
expense. Based upon management’s assessment, there are no uncertain tax positions expected to have a material impact on the
Company’s consolidated financial statements.
Stock Based Compensation
We account for share-based compensation in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). ASC
718 requires all share-based payments to employees and directors, including grants of employee stock options, restricted stock
and performance-based shares, to be recognized in the statement of income based on their fair values. ASC 718 requires the
45
benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow. See
Business Combinations
The Company applies the acquisition method of accounting, which requires that once control is obtained, all the assets acquired
and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at
the date of acquisition. The fair values of identifiable assets and liabilities are determined internally and requires estimates and
the use of various valuation techniques. When a market value is not readily available, our internal valuation methodology
considers the remaining estimated life of the assets acquired and what management believes is the market value for those assets.
We typically use the income method approach for intangible assets acquired in a business combination. Significant estimates in
valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows, growth rates, discount
rates and useful lives. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill.
Loss Contingencies
Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company but which
will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel
assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss
contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such
proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability
can be estimated, the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates a
potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the
nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be
disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the
nature of the guarantee would be disclosed.
The Company expenses the costs of litigation as they are incurred.
New Accounting Pronouncements and Policies
Effective May 31, 2020, the Company adopted ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), which is
intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial
instruments held by financial institutions and other organizations. The guidance replaces the prior “incurred loss” approach with
an “expected loss” model and requires measurement of all expected credit losses for financial assets held at the reporting date
based on historical experience, current conditions, and reasonable and supportable forecasts. The Company adopted the guidance
on a modified retrospective basis through a cumulative effect adjustment to retained earnings as of the beginning of the period of
adoption. The Company evaluated its current methodology of estimating allowance for doubtful accounts and the risk profile of
its receivables portfolio and developed a model that includes the qualitative and forecasting aspects of the “expected loss” model
under the amended guidance. The Company finalized its assessment of the impact of the amended guidance and recorded a $
thousand cumulative increase to retained earnings at May 31, 2020.
No other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material impact
on our Consolidated Financial Statements.
46
Note 2 – Acquisition
Effective on May 30, 2021, the Company acquired the remaining
% membership interest in Red River Valley Egg Farm, LLC
(“Red River”), including certain liabilities. As a result of the acquisition, Red River became a wholly owned subsidiary of the
Company. Red River owns and operates a specialty shell egg production complex with approximately
hens, cage-free pullet capacity, feed mill, processing plant, related offices and outbuildings and related equipment located on
approximately
The following table summarizes the consideration paid for Red River and the amounts of the assets acquired and liabilities
assumed recognized at the acquisition date:
Cash consideration paid
$
Fair value of the Company's equity interest in Red River held before the business combination
$
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash
$
Accounts receivable, net
Inventory
Property, plant and equipment
Liabilities assumed
(2,448 )
Deferred income taxes
(8,481 )
Total identifiable net assets
Goodwill
$
Cash and accounts receivable acquired along with liabilities assumed were valued at their carrying value which approximates fair
value due to the short maturity of these instruments.
Inventory consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carrying
value as management believes that their carrying value best approximates their fair value. Feed ingredients, packaging and egg
inventory were all valued based on market prices as of May 30, 2021.
Property, plant and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs of
the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence.
The Company recognized a gain of $
% equity interest in Red River held
before the business combination. The gain was recorded in other income and expense under the heading “Other, net” in the
Company’s Condensed Consolidated Statements of Income. The acquisition of Red River resulted in a discrete tax benefit of $
million, which includes a $
investment in Red River, with a corresponding non-recurring, non-cash $
taxable remeasurement gain associated with the acquisition. As part of the acquisition accounting, the Company also recorded an
$
recognition of deferred tax liabilities resulted in the recognition of goodwill. None of the goodwill recognized is expected to be
deductible for income tax purposes.
47
Note 3 - Investment Securities
The following presents the Company’s investment securities as of May 28, 2022 and May 29, 2021 (in thousands):
May 28, 2022
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated Fair
Value
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Asset backed securities
Total current investment securities
$
$
$
$
Mutual funds
$
$
$
$
Total noncurrent investment securities
$
$
$
$
May 29, 2021
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated Fair
Value
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
Asset backed securities
Total current investment securities
$
$
$
$
Mutual funds
$
$
$
$
Total noncurrent investment securities
$
$
$
$
Available-for-sale
Proceeds from the sales and maturities of available-for-sale securities were $
during fiscal 2022, 2021, and 2020, respectively. Gross realized gains for fiscal 2022, 2021, and 2020 were $
thousand, and $
thousand, and $
Actual maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with
or without call or prepayment penalties. Contractual maturities of investment securities at May 28, 2022 are as follows (in
thousands):
Estimated Fair Value
Within one year
$
1-5 years
Total
$
Noncurrent
Proceeds from sales and maturities of noncurrent investment securities were $
fiscal 2022, 2021 and 2020, respectively. Gross realized gains on those sales and maturities during fiscal 2022 and 2021 were
$
Note 4 - Fair Value Measures
The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value
hierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated,
48
knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would
be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle
the liability with the creditor.
●
Level 1
●
Level 2
directly or indirectly, including:
o
Quoted prices for similar assets or liabilities in active markets
o
Quoted prices for identical or similar assets in non-active markets
o
Inputs other than quoted prices that are observable for the asset or liability
o
Inputs derived principally from or corroborated by other observable market data
●
Level 3
to the fair value of the assets or liabilities
The disclosure of fair value of certain financial assets and liabilities recorded at cost are as follows:
Cash and cash equivalents, accounts receivable, and accounts payable:
short maturity of these instruments.
Lease obligations:
Assets and Liabilities Measured at Fair Value on a Recurring Basis
In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and
liabilities that are required to be measured at fair value on a recurring basis as of May 28, 2022 and May 29, 2021 (in thousands):
May 28, 2022
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Asset backed securities
Mutual funds
Total assets measured at fair value
$
$
$
$
May 29, 2021
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
Asset backed securities
Mutual funds
Total assets measured at fair value
$
$
$
$
Investment securities – available-for-sale classified as Level 2 consist of securities with maturities of three months or longer when
purchased. We classified these securities as current, because amounts invested are available for current operations. Observable
inputs for these securities are yields, credit risks, default rates, and volatility.
49
Note 5 - Inventories
Inventories consisted of the following (in thousands):
May 28, 2022
May 29, 2021
Flocks, net of amortization
$
$
Eggs and egg products
Feed and supplies
$
$
We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and breeders
(male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at May 28, 2022 and
May 29, 2021, consisted of approximately
layers, respectively.
The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands):
May 28, 2022
May 29, 2021
May 30, 2020
Amortization
$
$
$
Mortality
Total flock costs charged to cost of sales
$
$
$
Note 6 - Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
May 28, 2022
May 29, 2021
Land and improvements
$
$
Buildings and improvements
Machinery and equipment
Construction-in-progress
Less: accumulated depreciation
$
$
Depreciation expense was $
and May 30, 2020, respectively.
The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as
fires. Insurance recoveries received for property damage and business interruption in excess of the net book value of damaged
assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed when
all contingencies associated with the recoveries are resolved. Gains on insurance recoveries related to business interruption are
recorded within “Cost of sales” and any gains or losses related to property damage are recorded within “(Gains) loss on disposal
of fixed assets.” Insurance recoveries related to business interruption are classified as operating cash flows and recoveries related
to property damage are classified as investing cash flows in the statement of cash flows. Insurance claims incurred or finalized
during the fiscal years ended May 28, 2022, May 29, 2021, and May 30, 2020 did not have a material effect on the Company's
consolidated financial statements.
Note 7 - Investment in Unconsolidated Entities
As of May 28, 2022 and May 29, 2021, the Company owned
% in Specialty Eggs, LLC ("Specialty Eggs") and Southwest
Specialty Eggs, LLC ("Southwest Specialty Eggs"), which are accounted for using the equity method of accounting. Specialty
Eggs owns the Egg-Land's Best franchise for most of Georgia and South Carolina, as well as a portion of western North Carolina
and eastern Alabama. Southwest Specialty Eggs owns the Egg-Land's Best franchise for Arizona, southern California and Clark
County, Nevada (including Las Vegas).
50
As of May 29, 2021, the Company owned
% in Red River which was acquired at the beginning of fiscal 2022 (see
). The Company accounted for Red River using the equity method of accounting in fiscal 2021.
Equity method investments are included in “Investments in unconsolidated entities” in the accompanying Consolidated Balance
Sheets and totaled $
Equity in income of unconsolidated entities of $
included in the Consolidated Statements of Income for fiscal 2022 , 2021, and 2020, respectively.
The condensed consolidated financial information for the Company's unconsolidated joint ventures was as follows (in thousands):
For the fiscal year ended
May 28, 2022
May 29, 2021
May 30, 2020
Net sales
$
$
$
Net income
Total assets
Total liabilities
Total equity
The Company is a member of Eggland’s Best, Inc. (“EB”), which is a cooperative. At May 28, 2022 and May 29, 2021,
“Investments in unconsolidated entities” as shown on the Company’s Consolidated Balance Sheet includes the cost of the
Company’s investment in EB plus any qualified written allocations. The Company cannot exert significant influence over EB’s
operating and financial activities; therefore, the Company accounts for this investment using the cost method. As of May 28,
2022 and May 29, 2021, the carrying value of this investment was $
The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands):
For the fiscal year ended
May 28, 2022
May 29, 2021
May 30, 2020
Sales to unconsolidated entities
$
$
$
Purchases from unconsolidated entities
Distributions from unconsolidated entities
May 28, 2022
May 29, 2021
Accounts receivable from unconsolidated entities
$
Accounts payable to unconsolidated entities
Note 8 - Goodwill and Other Intangible Assets
Goodwill and other intangibles consisted of the following (in thousands):
Other Intangibles
Franchise
Customer
Non-compete
Right of
Water
Total
Goodwill
rights
relationships
agreements
Use
rights
Trademark
intangibles
Balance May 30, 2020
$
$
$
$
$
$
$
$
Additions
—
—
Amortization
—
(1,628 )
(666 )
(160 )
(10 )
—
(50 )
(2,514 )
Balance May 29, 2021
Additions
—
Amortization
—
(1,628 )
(362 )
(159 )
(21 )
—
(50 )
(2,220 )
Balance May 28, 2022
$
$
$
$
$
$
$
$
51
For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands):
May 28, 2022
May 29, 2021
Gross carrying
Accumulated
Gross carrying
Accumulated
amount
amortization
amount
amortization
Other intangible assets:
Franchise rights
$
$
(14,213 )
$
$
(10,957 )
Customer relationships
(8,318 )
(18,190 )
Non-compete agreements
(590 )
(271 )
Right of use intangible
(221 )
(191 )
Water rights *
—
—
Trademark
(264 )
(164 )
Total
$
$
(23,606 )
$
$
(29,773 )
* Water rights are an indefinite life intangible asset.
No significant residual value is estimated for these intangible assets. Aggregate amortization expense for fiscal years 2022, 2021,
and 2020 totaled $
The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands):
For fiscal year
Estimated amortization expense
2023
$
2024
2025
2026
2027
Thereafter
Total
$
Note 9 - Employee Benefit Plans
The Company maintains a medical plan that is qualified under Section 401(a) of the Internal Revenue Code and is not subject to
tax under present income tax laws. The plan is funded by contributions from the Company and its employees. Under its plan, the
Company self-insures its portion of medical claims for substantially all full-time employees. The Company uses stop-loss
insurance to limit its portion of medical claims to $
incurred but not reported claims were approximately $
and 2020, respectively. The liability recorded for incurred but not reported claims was $
28, 2022 and May 29, 2021, respectively and are classified as “Accrued expenses and other liabilities” in the Company’s
Consolidated Balance Sheets.
The Company has a KSOP plan that covers substantially all employees (the “Plan”). The Company makes contributions to the
Plan at a rate of
% of participants' eligible compensation, plus an additional amount determined at the discretion of the Board of
Directors. Contributions can be made in cash or the Company's Common Stock, and vest immediately. The Company's cash
contributions to the Plan were $
did
t make direct contributions of the Company’s Common Stock in fiscal years 2022, 2021, or 2020. Dividends on the
Company’s Common Stock are paid to the Plan in cash. The Plan acquires the Company’s Common Stock, which is listed on the
NASDAQ, by using the dividends and the Company’s cash contribution to purchase shares in the public markets. The Plan sells
Common Stock on the NASDAQ to pay benefits to Plan participants. Participants may make contributions to the Plan up to the
maximum allowed by the Internal Revenue Service regulations. The Company does not match participant contributions.
The Company has deferred compensation agreements with certain officers for payments to be made over specified periods
beginning when the officers reach age
upon deferred compensation earned over the estimated remaining service period of each officer. Payments made under these
agreements were $
related to these agreements was $
52
Effective December 1, 2021, the Company amended and restated its deferred compensation plan (the “Amended DC Plan”).
The Amended DC Plan, expanded eligibility for participation from named officers only to a select group of management or highly
compensated employees of the Company, expanded the investment options available and added the ability of participants to make
elective deferrals. The awards issued under the Amended DC Plan were $
fiscal 2022, 2021, and 2020, respectively. Payments made under the Amended DC Plan were $
in fiscal 2022 and 2021, respectively. The liability recorded for the Amended DC Plan was $
28, 2022 and May 29, 2021, respectively.
Deferred compensation expense for both plans totaled $
2020, respectively.
Postretirement Medical Plan
The Company maintains an unfunded postretirement medical plan to provide limited health benefits to certain qualified retired
employees and officers. Retired non-officers and spouses are eligible for coverage until attainment of Medicare eligibility, at
which time coverage ceases. Retired officers and spouses are eligible for lifetime benefits under the plan. Officers, who retired
prior to May 1, 2012 and their spouses must participate in Medicare Plans A and B. Officers, who retire on or after May 1, 2012
and their spouses must participate in Medicare Plans A, B, and D.
The plan is accounted for in accordance with ASC 715, Compensation – Retirement Benefits (“ASC 715”), whereby an employer
recognizes the funded status of a defined benefit postretirement plan as an asset or liability, and recognizes changes in the funded
status in the year the change occurs through comprehensive income. Additionally, this expense is recognized on an accrual basis
over the employees’ approximate period of employment. The liability associated with the plan was $
at May 28, 2022 and May 29, 2021, respectively. The remaining disclosures associated with ASC 715 are immaterial to the
Company’s financial statements.
Note 10 - Credit Facility
For fiscal years 2022, 2021 and 2020, interest was $
On November 15, 2021, we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with a
five
-year
term. The Credit Agreement amended and restated the Company’s previously existing credit agreement dated July 10, 2018. The
Credit Agreement provides for an increased senior secured revolving credit facility (the “Credit Facility” or “Revolver”), in an
initial aggregate principal amount of up to $
of credit and a $
the consent of BMO Harris Bank N.A. (the “Administrative Agent”), an increase in the Credit Facility in the aggregate up to
$
commitments under the Revolver.
fiscal 2022 or fiscal 2021. The Company had $
at May 28, 2022.
The interest rate in connection with loans made under the Credit Facility is based on, at the Company’s election, either the
Eurodollar Rate plus the Applicable Margin or the Base Rate plus the Applicable Margin. The “Eurodollar Rate” means the
reserve adjusted rate at which Eurodollar deposits in the London interbank market for an interest period of
one
,
two
,
three
,
six
twelve
of (a) the federal funds rate plus
% per annum, (b) the prime rate of interest established by the Administrative Agent, and (c)
the Eurodollar Rate for an interest period of
one
% per annum, subject to certain interest rate floors. The “Applicable
Margin” means
% to
% per annum for Base Rate Loans and
% to
% per annum for Eurodollar Rate Loans, in
each case depending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. The
Company will pay a commitment fee on the unused portion of the Credit Facility payable quarterly from
% to
% in each
case depending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. The Credit
Agreement contains customary provisions regarding replacement of the Eurodollar Rate.
The Credit Facility is guaranteed by all the current and future wholly-owned direct and indirect domestic subsidiaries of the
Company (the “Guarantors”), and is secured by a first-priority perfected security interest in substantially all of the Company’s
and the Guarantors’ accounts, payment intangibles, instruments (including promissory notes), chattel paper, inventory (including
farm products) and deposit accounts maintained with the Administrative Agent.
53
The Credit Agreement for the Credit Facility contains customary covenants, including restrictions on the incurrence of liens,
incurrence of additional debt, sales of assets and other fundamental corporate changes and investments. The Credit Agreement
requires maintenance of two financial covenants: (i) a maximum Total Funded Debt to Capitalization Ratio tested quarterly of no
greater than
%; and (ii) a requirement to maintain Minimum Tangible Net Worth at all times of $
% of net
income (if net income is positive) less permitted restricted payments for each fiscal quarter after November 27, 2021.
Additionally, the Credit Agreement requires that Fred R. Adams Jr.’s spouse, natural children, sons-in-law or grandchildren, or
any trust, guardianship, conservatorship or custodianship for the primary benefit of any of the foregoing, or any family limited
partnership, similar limited liability company or other entity that
% of the voting control of such entity is held by any of the
foregoing, shall maintain at least
% of the Company's voting stock. Failure to satisfy any of these covenants will constitute a
default under the terms of the Credit Agreement. Further, under the terms of the Credit Agreement, payment of dividends under
the Company's current dividend policy of one-third of the Company's net income computed in accordance with GAAP and
payment of other dividends or repurchases by the Company of its capital stock is allowed, as long as after giving effect to such
dividend payments or repurchases no default has occurred and is continuing and the sum of cash and cash equivalents of the
Company and its subsidiaries plus availability under the Credit Facility equals at least $50 million.
The Credit Agreement also includes customary events of default and customary remedies upon the occurrence of an event of
default, including acceleration of the amounts due under the Credit Facility and foreclosure of the collateral securing the Credit
Facility.
At May 28, 2022, we were in compliance with the covenant requirements of the Credit Facility.
Note 11 - Accrued Dividends Payable and Dividends per Common Share
We accrue dividends at the end of each quarter according to our dividend policy adopted by our Board of Directors. The Company
pays a dividend to shareholders of its Common Stock and Class A Common Stock on a quarterly basis for each quarter for which
the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with GAAP in an amount equal
to one-third (
1/3
) of such quarterly income. Dividends are paid to shareholders of record as of the
th day following the last day
of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to shareholders of record
on the
th day after the quarter end. Dividends are payable on the
th day following the record date. Following a quarter for
which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will not pay a dividend for a
subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter for
which a dividend was paid.
On our consolidated statement of income, we determine dividends per common share in accordance with the computation in the
following table (in thousands, except per share data):
13 Weeks Ended
52 Weeks Ended
May 28, 2022
May 29, 2021
May 28, 2022
May 29, 2021
Net income (loss) attributable to Cal-Maine Foods, Inc.
$
$
(4,244 )
$
$
Cumulative losses to be recovered prior to payment of
divided at beginning of period
(4,244 )
(1,370 )
Net income attributable to Cal-Maine Foods, Inc.
available for dividend
$
$
$
$
1/3 of net income attributable to Cal-Maine Foods, Inc.
available for dividend
$
Common stock outstanding (shares)
Class A common stock outstanding (shares)
Total common stock outstanding (shares)
Dividends per common share*
$
$
$
$
*Dividends per common share =
1/3
common stock outstanding (shares).
54
Note 12 - Equity
The Company has
or the Company's Second Restated Certificate of Incorporation (“Restated Charter”), holders of shares of the Company’s capital
stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of Common Stock entitled to
voting in the election of directors. The Common Stock and Class A Common Stock have equal liquidation rights and the same
dividend rights. In the case of any dividend payable in stock, holders of Common Stock are entitled to receive the same percentage
dividend (payable only in shares of Common Stock) as the holders of Class A Common Stock receive (payable only in shares of
Class A Common Stock). Upon liquidation, dissolution, or winding-up of the Company, the holders of Common Stock are entitled
to share ratably with the holders of Class A Common Stock in all assets available for distribution after payment in full of creditors.
The holders of Common Stock and Class A Common Stock are not entitled to preemptive or subscription rights. No class of
capital stock may be combined or subdivided unless the other classes of capital stock are combined or subdivided in the same
proportion. No dividend may be declared and paid on Class A Common Stock unless the dividend is payable only to the holders
of Class A Common Stock and a dividend is declared and paid to Common Stock concurrently.
Each share of Class A Common Stock is convertible, at the option of its holder, into
The Company’s Restated Charter identifies family members of Mr. Adams (“Immediate Family Members”) and arrangements
and entities that are permitted to receive and hold shares of Class A Common Stock, with
converting into shares of Common Stock, with one vote per share (“Permitted Transferees”). The Permitted Transferees include
arrangements and entities such as revocable trusts and limited liability companies that could hold Class A Common Stock for the
benefit of Immediate Family Members. Each Permitted Transferee must have a relationship, specifically defined in the Restated
Charter, with another Permitted Transferee or an Immediate Family Member. A share of Class A Common Stock transferred to
a person other than a Permitted Transferee would automatically convert into Common Stock with one vote per share. Additionally,
the Restated Charter includes a sunset provision pursuant to which all of the outstanding Class A Common Stock will
automatically convert to Common Stock if: (a) less than
beneficially owned by Immediate Family Members and/or Permitted Transferees, or (b) if less than
Common Stock and Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted
Transferees.
Note 13 - Net Income per Common Share
Basic net income per share attributable to Cal-Maine Foods, Inc. is based on the weighted average Common Stock and Class A
Common Stock outstanding. Diluted net income per share attributable to Cal-Maine Foods, Inc. is based on weighted-average
common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards.
The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income
per common share attributable to Cal-Maine Foods, Inc. (amounts in thousands, except per share data):
May 28, 2022
May 29, 2021
May 30, 2020
Numerator
Net income
$
$
$
Less: Net income (loss) attributable to noncontrolling interest
(209 )
(63 )
Net income attributable to Cal-Maine Foods, Inc.
$
$
$
Denominator
Weighted-average common shares outstanding, basic
Effect of dilutive securities of restricted shares
Weighted-average common shares outstanding, diluted
Net income per common share attributable to Cal-Maine Foods, Inc.
Basic
$
$
$
Diluted
$
$
$
55
Note 14 - Revenue Recognition
Satisfaction of Performance Obligation
The vast majority of the Company’s revenue is derived from agreements with customers based on the customer placing an order
for products. Pricing for the most part is determined when the Company and the customer agree upon the specific order, which
establishes the contract for that order.
Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for the goods. Our
shell eggs are sold at prices related to independently quoted wholesale market prices or formulas related to our costs of production.
The Company’s sales predominantly contain a single performance obligation. We recognize revenue upon satisfaction of the
performance obligation with the customer which typically occurs within days of the Company and the customer agreeing upon
the order.
Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanying
Consolidated Statements of Income and totaled $
2020, respectively.
Returns and Refunds
Some of our contracts include a guaranteed sale clause, pursuant to which we credit the customer’s account for product that the
customer is unable to sell before expiration. The Company records an allowance of returns and refunds by using historical return
data and comparing to current period sales and accounts receivable. The allowance is recorded as a reduction in sales with a
corresponding reduction in trade accounts receivable.
Sales Incentives Provided to Customers
The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount
offers (e.g., percentage discounts off current purchases), inducement offers (e.g., offers for future discounts subject to a minimum
current purchase), and other similar offers. Current discount offers, when accepted by customers, are treated as a reduction to the
sales price of the related transaction, while inducement offers, when accepted by customers, are treated as a reduction to sales
price based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for
similar inducement offers. Current discount and inducement offers are presented as a net amount in ‘‘Net sales.’’
Disaggregation of Revenue
The following table provides revenue disaggregated by product category (in thousands):
13 Weeks Ended
52 Weeks Ended
May 28, 2022
May 29, 2021
May 28, 2022
May 29, 2021
Conventional shell egg sales
$
$
$
$
Specialty shell egg sales
Egg products
Other
$
$
$
$
Contract Costs
The Company can incur costs to obtain or fulfill a contract with a customer. If the amortization period of these costs is less than
one year, they are expensed as incurred. When the amortization period is greater than one year, a contract asset is recognized and
is amortized over the contract life as a reduction in net sales. As of May 28, 2022 and May 29, 2021, the balance for contract
assets is immaterial.
Contract Balances
The Company receives payment from customers based on specified terms that are generally less than 30 days from
delivery. There are rarely contract assets or liabilities related to performance under the contract.
56
Concentration of Credit Risks
Our largest customer, Walmart Inc. (including Sam's Club) accounted for
%,
% and
% of net sales dollars for fiscal
2022, 2021, and 2020, respectively. H-E-B, LP accounted for
% of net sales dollars for fiscal
Note 15 - Leases
Expenses related to operating leases, amortization of finance leases, right-of-use assets, and finance lease interest are included in
Cost of sales, Selling general and administrative expense, and Interest income, net in the Consolidated Statements of Income.
The Company’s lease cost consists of the following (in thousands):
13 Weeks Ended
May 28, 2022
52 Weeks Ended
May 28, 2022
Operating Lease cost
$
$
Finance Lease cost
Amortization of right-of-use asset
$
$
Interest on lease obligations
$
$
Short term lease cost
$
$
Future minimum lease payments under non-cancelable leases are as follows (in thousands):
As of May 28, 2022
Operating Leases
Finance Leases
2023
$
$
2024
2025
2026
2027
Thereafter
Total
Less imputed interest
(75 )
(19 )
Total
$
$
The weighted-average remaining lease term and discount rate for lease liabilities included in our Consolidated Balance Sheet are
as follows:
As of May 28, 2022
Operating Leases
Finance Leases
Weighted-average remaining lease term (years)
Weighted-average discount rate
%
%
Note 16 - Stock Compensation Plans
On October 2, 2020, shareholders approved the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term
Incentive Plan (the “LTIP Plan”). The purpose of the LTIP Plan is to assist us and our subsidiaries in attracting and retaining
selected individuals who are expected to contribute to our long-term success. The maximum number of shares of Common Stock
available for awards under the LTIP Plan is
authorized but unissued shares or treasury shares. Awards may be granted under the LTIP Plan to any employee, any non-
employee member of the Company’s Board of Directors, and any consultant who is a natural person and provides services to us
or one of our subsidiaries (except for incentive stock options, which may be granted only to our employees).
The only outstanding awards under the LTIP Plan are restricted stock awards. The restricted stock vests three years from the grant
date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted stock contains
no other service or performance conditions. Restricted stock is awarded in the name of the recipient and, except for the right of
disposal, constitutes issued and outstanding shares of the Company’s Common Stock for all corporate purposes during the period
of restriction including the right to receive dividends. Compensation expense is a fixed amount based on the grant date closing
price and is amortized on a straight-line basis over the vesting period. Forfeitures are recognized as they occur.
57
Total stock-based compensation expense was $
respectively.
Our unrecognized compensation expense as a result of non-vested shares was $
May 29, 2021. The unrecognized compensation expense will be amortized to stock compensation expense over a period of
years.
A summary of our equity award activity and related information for our restricted stock is as follows:
Number of
Shares
Weighted Average Grant
Date Fair Value
Outstanding, May 30, 2020
$
Granted
Vested
(79,328 )
Forfeited
(4,431 )
Outstanding, May 29, 2021
$
Granted
Vested
(92,918 )
Forfeited
(4,527 )
Outstanding, May 28, 2022
$
Note 17 - Income Taxes
Income tax expense (benefit) consisted of the following:
Fiscal year ended
May 28, 2022
May 29, 2021
May 30, 2020
Current:
Federal
$
$
(35,090 )
$
(6,750 )
State
(1,800 )
(34,360 )
(8,550 )
Deferred:
Federal
State
$
$
(12,009 )
$
58
Significant components of the Company’s deferred tax liabilities and assets were as follows:
May 28, 2022
May 29, 2021
Deferred tax liabilities:
Property, plant and equipment
$
$
Inventories
Investment in affiliates
Other
Total deferred tax liabilities
Deferred tax assets:
Accrued expenses
State operating loss carryforwards
Other comprehensive income
Other
Total deferred tax assets
Net deferred tax liabilities
$
$
The differences between income tax expense (benefit) at the Company’s effective income tax rate and income tax expense at the
statutory federal income tax rate were as follows:
Fiscal year end
May 28, 2022
May 29, 2021
May 30, 2020
Statutory federal income tax
$
$
(2,087 )
$
State income taxes, net
(309 )
Domestic manufacturers deduction
Enacted net operating loss carryback provision
(16,014 )
(3,041 )
Tax exempt interest income
(9 )
(50 )
(111 )
Reversal of outside basis in equity investment Red River
(7,310 )
Non-taxable remeasurement gain Red River
(955 )
Other, net
$
$
(12,009 )
$
Federal and state income taxes of $
respectively. Federal and state income taxes of $
2021, and 2020, respectively.
In fiscal 2022, the Company recognized $
accrued interest and penalties related to uncertain tax positions.
As of May 28, 2022, we had completed the audit by the Internal Revenue Service (IRS) for the fiscal years 2013 through 2015.
Final audit adjustments did not result in a material change to the consolidated financial statements. From management’s
perspective, the years are closed and are only open with respect to any net operating loss carryback to those years. Although we
are subject to income tax in many jurisdictions within the U.S., we are currently not under audit by any state and local tax
authorities. Tax periods for all years beginning with fiscal year 2019 remain open to examination by federal and state taxing
jurisdictions to which we are subject.
Note 18 - Commitments and Contingencies
State of Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC
On April 23, 2020, the Company and its subsidiary Wharton County Foods, LLC (“WCF”) were named as defendants in State of
Texas v. Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC, Cause No. 2020-25427, in the District Court
of Harris County, Texas. The State of Texas (the “State”) asserted claims based on the Company’s and WCF’s alleged violation
of the Texas Deceptive Trade Practices—Consumer Protection Act, Tex. Bus. & Com. Code §§ 17.41-17.63 (“DTPA”). The
59
State claimed that the Company and WCF offered shell eggs at excessive or exorbitant prices during the COVID-19 state of
emergency and made misleading statements about shell egg prices. The State sought temporary and permanent injunctions against
the Company and WCF to prevent further alleged violations of the DTPA, along with over $
2020, the court granted the defendants’ motion to dismiss the State’s original petition with prejudice. On September 11, 2020,
the State filed a notice of appeal, which was assigned to the Texas Court of Appeals for the First District. The State filed its
opening brief on December 7, 2020. The Company and WCF filed their response on February 8, 2021. On February 11, 2022,
the Texas Court of Appeals heard oral argument, but as of the date of this Annual Report the Texas Court of Appeals has not
issued a ruling. Management believes the risk of material loss related to this matter to be remote.
Bell et al. v. Cal-Maine Foods et al.
On April 30, 2020, the Company was named as one of several defendants in Bell et al. v. Cal-Maine Foods et al., Case No. 1:20-
cv-461, in the Western District of Texas, Austin Division. The defendants include numerous grocery stores, retailers, producers,
and farms. Plaintiffs assert that defendants violated the DTPA by allegedly demanding exorbitant or excessive prices for eggs
during the COVID-19 state of emergency. Plaintiffs request certification of a class of all consumers who purchased eggs in Texas
sold, distributed, produced, or handled by any of the defendants during the COVID-19 state of emergency. Plaintiffs seek to
enjoin the Company and other defendants from selling eggs at a price more than 10% greater than the price of eggs prior to the
declaration of the state of emergency and damages in the amount of $
impacting anyone over 65 years old. On December 1, 2020, the Company and certain other defendants filed a motion to dismiss
the plaintiffs’ amended class action complaint. The plaintiffs subsequently filed a motion to strike, and the motion to dismiss and
related proceedings were referred to a United States magistrate judge. On July 14, 2021, the magistrate judge issued a report and
recommendation to the court that the defendants’ motion to dismiss be granted and the case be dismissed without prejudice for
lack of subject matter jurisdiction. On September 20, 2021, the court dismissed the case without prejudice. On July 13, 2022, the
court denied the plaintiffs’ motion to set aside or amend the judgment to amend their complaint.
On March 15, 2022, plaintiffs filed a second suit against the Company and several defendants in Bell et al. v. Cal-Maine Foods
et al., Case No. 1:22-cv-246, in the Western District of Texas, Austin Division alleging the same assertions as laid out in the first
complaint. The Company has not yet filed a responsive pleading and there is currently no deadline to do so. Management believes
the risk of material loss related to both matters to be remote.
Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al.
As previously reported, on September 25, 2008, the Company was named as one of several defendants in numerous antitrust
cases involving the United States shell egg industry. The Company settled all of these cases, except for the claims of certain
plaintiffs who sought substantial damages allegedly arising from the purchase of egg products (as opposed to shell eggs). These
remaining plaintiffs are Kraft Food Global, Inc., General Mills, Inc., and Nestle USA, Inc. (the “Egg Products Plaintiffs”) and
The Kellogg Company.
On September 13, 2019, the case with the Egg Products Plaintiffs was remanded from a multi-district litigation proceeding in the
United States District Court for the Eastern District of Pennsylvania, In re Processed Egg Products Antitrust Litigation, MDL No.
2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al. v. United Egg
Producers, Inc. et al., Case No. 1:11-cv-8808, for trial. The Egg Products Plaintiffs allege that the Company and other defendants
violated Section 1 of the Sherman Act, 15. U.S.C. § 1, by agreeing to limit the production of eggs and thereby illegally to raise
the prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs are attacking certain features
of the United Egg Producers animal-welfare guidelines and program used by the Company and many other egg producers. The
Egg Products Plaintiffs seek to enjoin the Company and other defendants from engaging in antitrust violations and seek treble
money damages. On May 2, 2022, the court set trial for October 24, 2022.
In addition, on October 24, 2019, the Company entered into a confidential settlement agreement with The Kellogg Company
dismissing all claims against the Company for an amount that did not have a material impact on the Company’s financial condition
or results of operations. On November 11, 2019, a stipulation for dismissal was filed with the court, and on March 28, 2022, the
court dismissed the Company with prejudice.
The Company intends to continue to defend the remaining case with the Egg Products Plaintiffs as vigorously as possible based
on defenses which the Company believes are meritorious and provable. Adjustments, if any, which might result from the
resolution of this remaining matter with the Egg Products Plaintiffs have not been reflected in the financial statements. While
management believes that there is still a reasonable possibility of a material adverse outcome from the case with the Egg Products
Plaintiffs, at the present time, it is not possible to estimate the amount of monetary exposure, if any, to the Company due to a
range of factors, including the following, among others: two earlier trials based on substantially the same facts and legal arguments
60
resulted in findings of no conspiracy and/or damages; this trial will be before a different judge and jury in a different court than
prior related cases; there are significant factual issues to be resolved; and there are requests for damages other than compensatory
damages (i.e., injunction and treble money damages).
State of Oklahoma Water shed Pollution Litigation
On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma,
against Cal-Maine Foods, Inc. and Tyson Foods, Inc. and affiliates, Cobb-Vantress, Inc., Cargill, Inc. and its affiliate, George’s,
Inc. and its affiliate, Peterson Farms, Inc. and Simmons Foods, Inc. The State of Oklahoma claims that through the disposal of
chicken litter the defendants have polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The
complaint seeks injunctive relief and monetary damages, but the claim for monetary damages has been dismissed by the court.
Cal-Maine Foods, Inc. discontinued operations in the watershed. Accordingly, we do not anticipate that Cal-Maine Foods, Inc.
will be materially affected by the request for injunctive relief unless the court orders substantial affirmative remediation. Since
the litigation began, Cal-Maine Foods, Inc. purchased
% of the membership interests of Benton County Foods, LLC, which
is an ongoing commercial shell egg operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant
in the litigation.
The trial in the case began in September 2009 and concluded in February 2010. The case was tried without a jury, and the court
has not yet issued its ruling. Management believes the risk of material loss related to this matter to be remote.
Other Matters
In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the
outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that the
final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.
Note 19 - Related Party Transaction
On August 24, 2020, Mrs. Jean Reed Adams, the wife of the Company’s late founder Fred R. Adams, Jr., and the Fred R. Adams,
Jr. Daughters’ Trust, dated July 20, 2018 (the “Daughters’ Trust”), of which the daughters of Mr. Adams are beneficiaries
(together, the “Selling Stockholders”), completed a registered secondary public offering of
held by them, pursuant to a previously disclosed Agreement Regarding Common Stock (the “Agreement”) filed as an exhibit to
this report. Mrs. Adams and the Daughters’ Trust advised the Company that they were conducting the offering in order to pay
estate taxes related to the settlement of Mr. Adam’s estate and to obtain liquidity. The public offering was made pursuant to the
Company’s effective shelf registration statement on Form S-3 (File No. 333-227742), including the Prospectus contained therein
dated October 9, 2018, and a related Prospectus Supplement dated August 19, 2020, each of which is on file with the Securities
and Exchange Commission. The public offering involved only the sale of shares of Common Stock that were already outstanding,
and thus the Company did not issue any new shares or raise any additional capital in the offering. The expenses of the offering
(not including the underwriting discount and legal fees and expenses of legal counsel for the Selling Stockholders, which were
paid by the Selling Stockholders) paid by the Company were $
reimbursed the Company $
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Fiscal Years ended May 28, 2022, May 29, 2021, and May 30, 2020
(in thousands)
Description
Balance at
Beginning of Period
Charged to Cost
and Expense
Write-off
of Accounts
Balance at
End of Period
Year ended May 28, 2022
Allowance for doubtful accounts
$
795
$
30
$
50
$
775
Year ended May 29, 2021
Allowance for doubtful accounts
$
743
$
135
$
83
$
795
Year ended May 30, 2020
Allowance for doubtful accounts
$
206
$
550
$
13
$
743
61
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by
us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,
processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and
communicated to management, including our principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of our disclosure controls
and procedures conducted by our Chief Executive Officer and Chief Financial Officer, together with other financial officers, such
officers concluded that our disclosure controls and procedures were effective as of May 28, 2022 at the reasonable assurance
level.
Internal Control Over Financial Reporting
(a) Management’s Report on Internal Control Over Financial Reporting
The following sets forth, in accordance with Section 404(a) of the Sarbanes-Oxley Act of 2002 and Item 308 of the Securities
and Exchange Commission’s Regulation S-K, the report of management on our internal control over financial reporting.
1.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
“Internal control over financial reporting” is a process designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, together with other financial officers, and effected by our Board of Directors,
management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles and includes those policies and procedures that:
●
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets;
●
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and directors; and
●
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
2. Our management, in accordance with Rule 13a-15(c) under the Exchange Act and with the participation of our
Chief Executive Officer and Chief Financial Officer, together with other financial officers, evaluated the
effectiveness of our internal control over financial reporting as of May 28, 2022. The framework on which
management’s evaluation of our internal control over financial reporting is based is the “Internal Control –
Integrated Framework”
published in 2013 by the Committee of Sponsoring Organizations (“COSO”) of the
Treadway Commission.
3. Management has determined that our internal control over financial reporting as of May 28, 2022 is effective. It is
noted that internal control over financial reporting cannot provide absolute assurance of achieving financial
reporting objectives, but rather reasonable assurance of achieving such objectives.
4. The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm’s
opinion on the effectiveness of our internal control over financial reporting, is set forth below.
(b) Attestation Report of the Registrant’s Public Accounting Firm
62
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting
Board of Directors and Stockholders
Cal-Maine Foods, Inc. and Subsidiaries
Ridgeland, Mississippi
Opinion on Internal Control Over Financial Reporting
We have audited Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 28, 2022,
based on criteria established in
2013 Internal Control – Integrated Framework
Organizations of the Treadway Commission (“COSO”). In our opinion, Cal-Maine Foods, Inc. and Subsidiaries maintained, in
all material respects, effective internal control over financial reporting as May 28, 2022, based on criteria established in
2013
Internal Control – Integrated Framework
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (“PCAOB”), the consolidated balance sheets and the related consolidated statements of income, comprehensive income,
stockholders’ equity and cash flows of Cal-Maine Foods, Inc. and Subsidiaries and our report dated July 19, 2022 expressed an
unqualified opinion.
Basis for Opinion
Cal-Maine Foods, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over
financial reporting and for their assessment of the effectiveness of internal control over financial reporting, included in the
accompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A. Our responsibility is to express
an opinion on the entities’ internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to Cal-Maine Foods, Inc. and Subsidiaries in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audit in accordance with the standards of the PCOAB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
An entities’ internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America. An entities’ internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the entities; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and expenditures of the entities are being made only in
accordance with authorizations of management and directors of the entities; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the entities’ assets that could have a material
effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
July 19, 2022
63
(c) Changes in Internal Control Over Financial Reporting
In connection with its evaluation of the effectiveness, as of May 28, 2022, of our internal control over financial reporting,
management determined that there was no change in our internal control over financial reporting that occurred during the fourth
quarter ended May 28, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Except as set forth below, the information concerning directors, executive officers and corporate governance required by Item 10
is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the
Securities Exchange Act of 1934 in connection with our 2022 Annual Meeting of Shareholders.
We have adopted a Code of Conduct and Ethics for Directors, Officers and Employees, including the chief executive and principal
financial and accounting officers of the Company. We will provide a copy of the code free of charge to any person that requests
a copy by writing to:
Cal-Maine Foods, Inc.
P.O. Box 2960
Jackson, Mississippi 39207
Attn.: Investor Relations
Requests can be made by phone at (601) 948-6813.
A copy is also available at our website www.calmainefoods.com. We intend to disclose any amendments to, or waivers from, the
Code of Conduct and Ethics for Directors, Officers and Employees on our website promptly following the date of any such
amendment or waiver. Information contained on our website is not a part of this report.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning executive compensation required by Item 11 is incorporated by reference from our definitive proxy
statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 2022
Annual Meeting of Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information concerning security ownership of certain beneficial owners and management and related stockholder matters
required by Item 12 is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation
14A under the Securities Exchange Act of 1934 in connection with our 2022 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information concerning certain relationships and related transactions, and director independence required by Item 13 is
incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities
Exchange Act of 1934 in connection with our 2022 Annual Meeting of Shareholders.
64
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning principal accounting fees and services required by Item 14 is incorporated by reference from our
definitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in
connection with our 2022 Annual Meeting of Shareholders.
PART IV.
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The following consolidated financial statements and notes thereto of Cal-Maine Foods, Inc. and subsidiaries are included in Item
8 and are filed herewith:
)
(a)(2) Financial Statement Schedule
All other schedules are omitted either because they are not applicable or required, or because the required information is included
in the financial statements or notes thereto.
(a)(3) Exhibits Required by Item 601 of Regulation S-K
See Part (b) of this Item 15.
65
(b) Exhibits Required by Item 601 of Regulation S-K
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number
Exhibit
3.1
3.2
4.1**
10.1
10.2
10.3*
10.4
10.5*
10.6*
10.7*
10.8*
Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-
21**
23.1**
31.1**
31.2**
32***
101.SCH***+
Inline XBRL Taxonomy Extension Schema Document
101.CAL***+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE***+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement
** Filed herewith as an Exhibit
*** Furnished herewith as an Exhibit
† Submitted electronically with this Annual Report on Form 10-K
(c) Financial Statement Schedules Required by Regulation S-X
The financial statement schedule required by Regulation S-X is filed at page 60. All other schedules for which provision is made
in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions
or are inapplicable and therefore have been omitted.
ITEM 16. FORM 10-K SUMMARY
Not applicable
66
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, in Ridgeland, Mississippi.
CAL-MAINE FOODS, INC.
/s/ Adolphus B. Baker
Adolphus B. Baker
Chief Executive Officer and Chairman of the Board
Date:
July 19, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Adolphus B. Baker
Chief Executive Officer and
July 19, 2022
Adolphus B. Baker
Chairman of the Board
(Principal Executive Officer)
/s/ Max P. Bowman
Vice President, Chief Financial
July 19, 2022
Max P. Bowman
Officer and Director
(Principal Financial Officer)
/s/ Matthew S. Glover
Vice President, Accounting
July 19, 2022
Matthew S. Glover
(Principal Accounting Officer)
/s/ Sherman L. Miller
President, Chief Operating
July 19, 2022
Sherman L. Miller
Officer and Director
/s/ Letitia C. Hughes
Director
July 19, 2022
Letitia C. Hughes
/s/ James E. Poole
Director
July 19, 2022
James E. Poole
/s/ Steve W. Sanders
Director
July 19, 2022
Steve W. Sanders
/s/ Camille S. Young
Director
July 19, 2022
Camille S. Young
Exhibit 4.1
To Annual Report on Form 10-K for Fiscal 2022
Of Cal-Maine Foods, Inc.
DESCRIPTION OF CAPITAL STOCK
The amount of capital stock which Cal-Maine Foods, Inc. (the “Company” or “Corporation”) is authorized to issue (the “Capital
Stock”) is 124,800,000 shares, consisting of (a) 120,000,000 shares of Common Stock with a par value of One Cent ($.01) per
share and (b) 4,800,000 shares of Class A Common Stock with a par value of One Cent ($.01) per share.
The following summary describes the Capital Stock under the Company’s Second Amended and Restated Certificate of
Incorporation (the “Restated Charter”). The summary may not be complete and is subject to, and qualified in its entirety by, the
applicable provisions of Delaware law and the terms and provisions of our Restated Charter. You should refer to, and read this
summary together with, our Restated Charter to review all provisions applicable to our Capital Stock that may be important to
you.
Equal Treatment
Except as otherwise provided in the Restated Charter as described below, or required by applicable law, shares of Common Stock
and Class A Common Stock shall have the same rights and powers, rank equally (including as to dividends and distributions, and
upon any liquidation, dissolution or winding up of the Corporation), share ratably and be identical in all respects and as to all
matters.
Voting Rights
Holders of shares of Capital Stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of
Common Stock entitled to one vote and each share of Class A Common Stock entitled to ten votes. Holders of Capital Stock have
the right of cumulative voting in the election of directors. Cumulative voting means that each stockholder is entitled to cast as
many votes as he or she has the right to cast (before cumulating votes), multiplied by the number of directors to be elected, and
such stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or for
any two or more of them as such stockholder may see fit.
Under Delaware law, the affirmative vote of the holders of a majority of the outstanding shares of any class of Capital Stock is
required to approve, among other things, any amendment to the certificate of incorporation that would alter or change the powers,
preferences or special rights of such class so as to affect such class adversely. In addition, as long as any of the shares of the
Class A Common Stock are outstanding, the consent of not less than 66 2/3 % of the total shares of Class A Common Stock
outstanding is required to (1) alter or change the rights and privileges of Class A Common Stock; (2) to amend any provision of
Paragraph 4 of the Restated Charter affecting the Class A Common Stock or (3) effect any re-classification or re-capitalization of
the Company’s Capital Stock.
Dividends
Holders of shares of Capital Stock are entitled to receive such dividends as may be declared by our Board of Directors out of
funds legally available for such purpose.
Shares of Common Stock and Class A Common Stock are required to be treated equally, identically and ratably, on a per share
basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Board of Directors out
of any assets of the Company legally available therefor.
However, in the event a dividend is paid in the form of shares of Capital Stock (or rights to acquire such shares), then holders of
Common Stock shall receive shares of Common Stock (or rights) and holders of Class A Common Stock shall receive shares of
Class A Common Stock (or rights), with holders of shares of Common Stock and Class A Common Stock receiving, on a per
share basis, an identical number of shares of Common Stock or Class A Common Stock, as applicable.
Exhibit 4.1
To Annual Report on Form 10-K for Fiscal 2022
Of Cal-Maine Foods, Inc.
Notwithstanding the foregoing, the Board of Directors may pay or make a disparate dividend or distribution per share of Common
Stock or Class A Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which
such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is
approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and Class A
Common Stock, each voting separately as a class.
Ownership of Class A Common Stock
The Class A Common Stock may only be issued to Immediate Family Members and Permitted Transferees (each as defined in
the Restated Charter, and as summarized below). In the event any share of Class A Common Stock, by operation of law or
otherwise is, or shall be deemed to be owned by any person other than an Immediate Family Member or Permitted Transferee,
such share of Class A Common Stock shall automatically convert into Common Stock, whereby the voting power of such stock
would be reduced from ten votes per share to one vote per share.
The term “Immediate Family Member” includes: the spouse of our late founder and Chairman Emeritus Fred R. Adams, Jr., (Mrs.
Jean Adams), his natural children (the “Daughters”), his sons-in-law (including our Chairman and Chief Executive Officer
Adolphus B. Baker), and his grandchildren, including the estates of all of such persons.
The term “Permitted Transferee” includes:
(i) an Immediate Family Member;
(ii) a trust held for the sole or primary benefit of one or more Immediate Family Members or Permitted Transferees,
including any trustee in such trustee’s capacity as such, provided that if a trust is not for the sole benefit of one or more
Immediate Family Members or Permitted Transferees, an Immediate Family Member or Permitted Transferee must
retain sole dispositive and exclusive power to direct the voting of the shares of Class A Common Stock held by such
trust;
(iii) a corporation, limited liability company or partnership, including but not limited to, a family limited partnership or
similar limited liability company or corporation, or a single member limited liability company, provided that all of the
equity interest in such entity is owned, directly or indirectly, by one or more Immediate Family Members or Permitted
Transferees and an Immediate Family Member or Permitted Transferee retains sole dispositive and exclusive power to
direct the voting of the shares of Class A Common Stock held by such entity;
(iv) a qualified Individual Retirement Account, pension, profit sharing, stock bonus or other type of plan or trust of
which an Immediate Family Member or Permitted Transferee is a participant or beneficiary, provided that in each case
an Immediate Family Member or Permitted Transferee retains sole dispositive and exclusive power to direct the voting
of the shares of Class A Common Stock held by such account, plan or trust; or
(v) any guardianship, conservatorship or custodianship for the benefit of an Immediate Family Member who has been
adjudged disabled, incapacitated, incompetent or otherwise unable to manage his or her own affairs by a court of
competent jurisdiction, including any guardian, conservator or custodian in such guardian’s, conservator’s or custodian’s
capacity as such.
Other Provisions
The holders of Common Stock and Class A Common Stock are not entitled to preemptive or subscription rights.
Exhibit 4.1
To Annual Report on Form 10-K for Fiscal 2022
Of Cal-Maine Foods, Inc.
Unless approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and
Class A Common Stock, each voting separately as a class, shares of Common Stock or Class A Common Stock may not be
subdivided, combined or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided,
combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the
outstanding Common Stock and Class A Common Stock on the record date for such subdivision, combination or reclassification.
Unless approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock and
Class A Common Stock, each voting separately as a class, upon the dissolution, liquidation or winding up of the corporation,
whether voluntary or involuntary, holders of Common Stock and Class A Common Stock will be entitled to receive ratably all
assets of the Corporation available for distribution to its stockholders.
In the event of (i) a merger, consolidation or other business combination requiring the approval of the holders of the Corporation’s
capital stock entitled to vote thereon, (ii) a tender or exchange offer to acquire any shares of Common Stock or Class A Common
Stock by a third party pursuant to an agreement to which the Corporation is a party, or (iii) a tender or exchange offer to acquire
any shares of Common Stock or Class A Common Stock by the Corporation, holders of the Common Stock and the Class A
Common Stock shall have the right to receive, or the right to elect to receive, the same form and amount of consideration on a
per share basis.
Each share of Class A Common Stock is convertible, at the option of its holder, into one share of Common Stock at any time.
Once shares of Class A Common Stock are converted into Common Stock, the shares of Class A Common Stock will be retired
and may not be reissued. The number of shares of Common Stock into which the shares of Class A Common Stock may be
converted is subject to adjustment from time to time in the event of any capital reorganization, reclassification of stock of the
Company or consolidation or merger of the Company with or into another corporation.
The Restated Charter includes a sunset provision pursuant to which all of the outstanding Class A Common Stock will
automatically convert to Common Stock if: (a) less than 4,300,000 shares of Class A Common Stock, in the aggregate, are
beneficially owned by Immediate Family Members and/or Permitted Transferees, or (b) if less than 4,600,000 shares of Class A
Common Stock and Common Stock, in the aggregate, are beneficially owned by Immediate Family Members and/or Permitted
Transferees.
Control by Immediate Family Members, Anti-Takeover Considerations and Conflicts of Interest
General
Mr. Adams founded the Company and served as its CEO from the formation of the Company in 1969 until 2010, when his son-
in-law, Mr. Baker, became CEO. Mr. Adams died on March 29, 2020.
As of July 19, 2022, Immediate Family Members beneficially own all of the 4.8 million outstanding shares of Class A Common
Stock, representing 52.1% of the total voting power, and approximately 4.9 million shares of Common Stock, representing 5.4%
of the total voting power. Such persons possess in the aggregate 57.5% of the total voting power of the outstanding shares of our
Common Stock and Class A Common Stock, based on shares held directly or through related entities.
The Common Stock is listed on The Nasdaq Stock Market (“NASDAQ”). Because Mrs. Adams, Mr. Baker and Mr. Baker’s
spouse beneficially own in the aggregate capital stock of the Company entitling them to 57.5% of the total voting power, the
Company is a “controlled company” under NASDAQ rules. As a controlled company, the Company is not subject to certain
NASDAQ listing standards, such as those that would otherwise require that a majority of a listed company’s directors be
independent and that a compensation committee and nominating committee of the board of directors composed solely of
independent directors be established. Although not required, the Company’s board does comprise of a majority of independent
directors and Compensation committee is comprised of all solely independent directors. The Company is, however, subject to
Exhibit 4.1
To Annual Report on Form 10-K for Fiscal 2022
Of Cal-Maine Foods, Inc.
NASDAQ listing standards requiring that the Audit Committee be composed solely of independent directors. Delaware law
provides that the holders of a majority of the voting power of shares entitled to vote must approve certain fundamental corporate
transactions such as a merger, consolidation and sale of all or substantially all of a corporation’s assets. Immediate Family
Members currently hold a majority of the voting power of all shares of capital stock of the Company and have indicated that they
intend to retain ownership of a sufficient amount of Common Stock and Class A Common Stock to assure continued ownership
of more than 50% of the voting power of our outstanding shares of capital stock. Accordingly, a merger, consolidation, sale of all
or substantially all of the assets or other business combination or transaction involving the Company, which requires a stockholder
vote, cannot be effected without the approval of the Immediate Family Members.
As a result, majority control may make an unsolicited acquisition of the Company more difficult and discourage certain types of
transactions involving a change of control of our Company, including transactions in which the holders of Common Stock might
otherwise receive a premium for their shares over then current market prices. Also, the controlling ownership of our Capital Stock
by Immediate Family Members may adversely affect the market price of our Common Stock, due in part to lack of speculation
that there may be a change in control.
Delaware Anti-Takeover Law
We are subject to Section 203 (“Section 203”) of the Delaware General Corporation Law. Under this provision, we may not
engage in any “business combination” with any interested stockholder for a period of three years following the date the
stockholder became an interested stockholder, unless:
i. prior to that date our Board of Directors approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
ii. upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock outstanding at the time the transaction began; or
iii. on or following that date, the business combination is approved by our Board of Directors and authorized at an annual
or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned
by the interested stockholder.
Section 203 defines “business combination” to include, subject to limited exceptions:
i. any merger or consolidation involving the corporation and the interested stockholder;
ii. any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested
stockholder;
iii. any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder;
iv. any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any
class or series of the corporation beneficially owned by the interested stockholder; or
v. the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial
benefits provided by or through the corporation.
Exhibit 4.1
To Annual Report on Form 10-K for Fiscal 2022
Of Cal-Maine Foods, Inc.
In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the
outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or
person.
The restrictions of Section 203 of the Delaware General Corporation Law do not apply to corporations that have elected, in the
manner provided therein, not to be subject to Section 203 of the Delaware General Corporation Law. The Company has not made
such an election. Accordingly, the Company would be subject to Section 203 in the event of a business combination.
Transfer Agent
Computershare Trust Company of Louisville, Kentucky, is the Transfer Agent and Registrar for our Common Stock.
AMENDED AND RESTATED CAL-MAINE FOODS, INC. 2012 OMINBUS LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
Unless otherwise defined herein, capitalized terms used in this Restricted Stock Agreement (this “Restricted Stock
Agreement”) shall have the meanings ascribed in the Amended and Restated Cal-Maine Foods, Inc. 2012 Long-Term Incentive
Plan (“Plan”).
I
.
NOTICE OF RESTRICTED STOCK GRANT
The Company is pleased to inform you that, subject to the terms and conditions of the Plan and this Restricted Stock
Agreement, you have been granted restricted shares of Common Stock (“Restricted Shares”), as follows:
Participant Name: ____________________________________
Grant Date: ____________________________________
Vesting Commencement Date: ____________________________________
Number of Restricted Shares: ____________________________________
Vesting Schedule: The Restricted Shares shall become vested, and no longer subject to forfeiture, in accordance with
the following schedule:
rd
II. AGREEMENT
A.
Grant of Restricted Shares.
The Committee hereby grants to the Participant named in the Notice of Restricted Stock Grant contained in Part I of
this Restricted Stock Agreement (the “Notice of Grant”) the number of Restricted Shares set forth in the Notice of Grant,
subject to the terms and conditions herein set forth and the provisions of the Plan, which is incorporated herein by reference.
Subject to Article 9 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and
conditions of this Restricted Stock Agreement, the terms and conditions of the Plan shall prevail.
B.
Vesting of Restricted Shares.
(a) Vesting Schedule. The Restricted Shares that shall have vested at any time in accordance with the
terms of the Vesting Schedule set forth in the Notice of Grant are referred to as “Vested Shares,” and the Restricted
Shares that shall not have vested are referred to as “Unvested Shares.”
(b) Accelerated Vesting Upon a Change in Control. In the event of the completion of a Change in
Control, all Unvested Shares shall automatically vest and become Vested Shares immediately prior to the completion
of the Change in Control.
(c) Forfeiture of Unvested Shares Upon Early Termination of Service. Except as provided in
subparagraphs (d) and (e) below, if the Participant ceases to remain in continuous Service for any reason, (i) all of the
Restricted Shares that are Unvested Shares as of such termination date shall immediately and automatically be
forfeited and reconveyed to the Company and shall be cancelled on the Company’s stock books, and (ii) the
Participant shall immediately and automatically cease to have any ownership right in any and all Restricted Shares that
constitute Unvested Shares as of such termination date. In such event, this Restricted Stock Agreement shall remain in
full force and effect with respect to any Vested Shares.
(d) Death or Disability. In the event of the Participant’s Disability or death during the term of this
Agreement, all of the Restricted Shares subject to this Agreement shall be immediately vested as of the date of such
Disability or death, whichever is applicable, and shall be delivered, subject to any requirements under this Agreement,
to the Participant, in the event of his or her Disability, or in the event of the Participant’s death, to the beneficiary or
beneficiaries designated by the Participant, or if the Participant has not so designated any beneficiary(ies), or if no
designated beneficiary survives the Participant, such shares shall be delivered to the personal representative of the
Participant’s estate. For purposes of this Agreement, “Disability” means that the Participant, as determined by the
Committee in its sole discretion, is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months.
(e) Retirement. If the Participant’s termination of continuous Service is by reason of Retirement, at the
time of such termination, the Committee in its sole discretion may provide that the Restricted Shares will vest partially
or in full as of the effective date of the Participant’s termination due to Retirement. For purposes of this Agreement,
“Retirement” means a termination of continuous Service after attainment of the requirements set forth in the retirement
policy of the Company.
(f) Shareholder Rights. From the Grant Date and continuing for so long as the Unvested Shares shall
not have been forfeited as provided in Part II(B)(c) above, the Participant shall have the right to receive with respect to
the Restricted Shares any dividends that the Company may declare regarding the Common Stock; provided, however,
that any dividend payable in stock also shall be deemed to be Restricted Shares under this Agreement subject to the
same Vesti ng Schedule as the underlying Restricted Shares.
C.
No Transfer Permitted of Unvested Shares.
(a) The Participant shall not, and shall not purport to, sell, assign, pledge or otherwise transfer any
Unvested Shares, or any interest therein, either voluntarily or by operation of law, except by will, by the laws of
descent and distribution, or pursuant to a qualified domestic relations order. The Participant is permitted to sell, assign
or otherwise transfer the Restricted Shares only if and when they become Vested Shares pursuant to Section B above.
(b) The Participant acknowledges and agrees that, if the Company so determines, all certificates
evidencing Unvested Shares may be endorsed with the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING AND
FORFEITURE PROVISIONS AS SET FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE
CORPORATION AND THE REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL
OFFICE OF THE COMPANY.
In addition, the Company may make a notation regarding the restrictions on transfer of the Restricted Shares in its
stock books, and shares of the Restricted Shares shall be transferred on the books of the Company only if transferred or sold in
accordance with this Restricted Stock Agreement.
D.
Stock Certificates.
(a)
Concurrently herewith, the Company may issue one or more stock certificates in the Participant’s
name evidencing the Restricted Shares or the Company may issue the Restricted Shares in book entry form. If the
Restricted Shares are held in book entry form, the applicable restrictions will be noted in the records of the Company’s
transfer agent and in the book entry system. If stock certificates are issued, the Company, or its designee, shall retain
any stock certificates or other certificates issued that evidence Unvested Shares in escrow for the benefit of the
Participant. The Participant agrees to execute such further instruments and to take such further actions as the
Committee may deem necessary or advisable for purposes of facilitating the enforcement of this Restricted Stock
Agreement. The Participant hereby appoints the Company, or its designee, with full power of substitution, as
Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the
Participant to take into action and execute all documents and instruments, including, without limitation, stock powers
which may be necessary to transfer any certificate or certificates evidencing any such Unvested Shares upon
termination.
(b)
Upon the Participant’s request at any time, the Company shall deliver to the Participant a stock
certificate in the Participant’s name evidencing Vested Shares.
E.
Tax Obligations .
(a)
In connection with the receipt of the Restricted Shares, the Participant hereby represents and
warrants that the Company previously advised the Participant to consult with the Participant’s own tax advisor
regarding whether an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, should be made
by the Participant within thirty days after the Grant Date. The Participant shall be solely responsible for the payment
of any and all federal, state and other taxes that may be imposed on the Participant by reason of the acquisition of the
Restricted Shares and any vesting and subsequent sale of the Vested Shares.
(b)
The Participant agrees to make appropriate arrangements with the Company (or the Parent,
Subsidiary or Affiliate employing or retaining the Participant) for the satisfaction of all Federal, state, local and foreign
income and employment tax withholding requirements applicable to the receipt or vesting of the Restricted Shares.
The Participant acknowledges and agrees that the Company may refuse to issue the Restricted Shares if such
withholding amounts are not delivered. These arrangements include payment in cash. With the Company’s consent,
these arrangements may also include (a) payment from the proceeds of the sale of shares through a Company-
approved broker, (b) withholding shares of Common Stock that otherwise would be issued to the Participant when the
Restricted Shares become vested, (c) surrendering shares that the Participant previously acquired or (d) withholding
cash from other compensation. The Fair Market Value of withheld or surrendered shares, determined as of the date
when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes.
F.
Entire Agreement; Governing Law.
The Plan and this Restricted Stock Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with
respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a
writing signed by the Company and the Participant. This Restricted Stock Agreement is governed by the laws of the state of
Mississippi. In addition, this Award of Restricted Shares (and any compensation paid or shares issued hereunder) is subject to
recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing
regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise
required by applicable law.
G.
Other Documents.
The Participant acknowledges receipt of and the right to receive a document providing the information required by
Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, the Participant
acknowledges receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window”
periods and the Company’s insider trading policy, in effect from time to time.
H.
Electronic Delivery of Documents.
The Participant agrees to accept by email, electronic submission or any other means requested by the Company all
documents relating to the Company, the Plan or this Restricted Stock Agreement and all other documents that the Company is
required to deliver to its security holders (including, without limitation, disclosures that may be required by the U.S. Securities
and Exchange Commission). The Participant also agrees that the Company may deliver these documents by posting them on a
website maintained by the Company or by a third party hired by the Company. If the Company posts these documents on a
website, it will notify the Participant by email. The Participant acknowledges that he or she may incur costs in connection with
electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may
interfere with the Participant’s ability to access the documents. This consent will remain in effect until the Participant gives the
Company written notice that it should deliver paper documents.
I.
Insider Trading Policy
The Participant acknowledges that Participant may be required as a condition of employment and as a condition to
receiving the Award to comply with the Company’s Amended and Restated Trading Policy. Participant acknowledges that
Participant may not sell the Common Stock during certain periods as set forth in the Company’s Securities Trading Policy.
J.
No Guarantee of Continued Service.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED SHARES
PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING IN SERVICE AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED OR
ACQUIRING RESTRICTED SHARES HEREUNDER). THE PARTICIPANT FURTHER ACKNOWLEDGES
AND AGREES THAT THIS RESTRICTED STOCK AGREEMENT, THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE PARTICIPANT’S
RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S SERVICE AT ANY TIME,
WITH OR WITHOUT CAUSE.
By your signature and the signature of the Company’s representative below, you and the Company agree that the
Restricted Shares are granted under and governed by the terms and conditions of the Plan and this Restricted Stock Agreement.
By your signature below, you accept the offer to acquire the Restricted Shares, acknowledge and agree that you have reviewed
the Plan and this Restricted Stock Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to
executing this Agreement and fully understand all provisions of the Plan and this Restricted Stock Agreement. You hereby
agree to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to
the Plan and this Restricted Stock Agreement. You further agree to notify the Company upon any change in the residence
address indicated below.
This Restricted Stock Agreement may be executed in counterparts, each of which shall be deemed an original, but both
of which shall constitute one and the same instrument.
PARTICIPANT: CAL-MAINE FOODS, INC.
__________________________________________ By: ____________________________________
Signature Name:__________________________________
Title: __________________________________
__________________________________________
Print Name
Residence Address:
__________________________________________
__________________________________________
Exhibit 21
Subsidiaries of Cal-Maine Foods, Inc.
Name of Subsidiary
Place of Incorporation or
Organization
Percentage of Outstanding Stock or
Ownership Interest Held by
Registrant
Southern Equipment Distributors, Inc.
Mississippi
100%
South Texas Applicators, Inc.
Delaware
100%
American Egg Products, LLC
Georgia
100%
Texas Egg Products, LLC
Texas
100%
Benton County Foods, LLC
Arkansas
100%
Wharton County Foods, LLC
Texas
100%
MeadowCreek Foods, LLC
Mississippi
70%
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-180470) of Cal-
Maine Foods, Inc. pertaining to the Cal-Maine Foods, Inc. KSOP, the Registration Statement (Form S-8 No. 333-252069)
pertaining to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan and the Shelf
Registration Statement (Form S-3 No. 333-227742) of Cal-Maine Foods, Inc. pertaining to the sale of common stock by certain
stockholders, of our reports dated July 19, 2022, relating to the consolidated financial statements and financial statement
schedules, and the effectiveness of Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting, which appear
in the Annual Report to Stockholders, which is incorporated by reference in this Annual Report on Form 10-K.
Little Rock, Arkansas
July 19, 2022
Exhibit 31.1
Certification
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Adolphus B. Baker, certify that:
1. I have reviewed this Annual Report on Form 10-K of Cal-Maine Foods, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Adolphus B. Baker
Adolphus B. Baker
Chief Executive Officer and Chairman of the Board
Date:
July 19, 2022
Exhibit 31.2
Certification
Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Max P. Bowman, certify that
1.
I have reviewed this Annual Report on Form 10-K of Cal-Maine Foods, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Max P. Bowman
Max P. Bowman
Vice President and Chief Financial Officer
Date:
July 19, 2022
Exhibit 32
Certifications Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Cal-Maine Foods, Inc. (the “Company”),
hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the fiscal year ended May 28,
2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
that the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Adolphus B. Baker
Adolphus B. Baker
Chief Executive Officer and Chairman of the Board
/s/ Max P. Bowman
Max P. Bowman
Vice President and Chief Financial Officer
Date:
July 19, 2022