calm-20210529_10K
Table of Contents
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended
May 29, 2021
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number:
001-38695
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
64-0500378
(State or other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
1052 Highland Colony Pkwy, Suite 200
,
Ridgeland
,
Mississippi
39157
(Address of principal executive offices) (Zip Code)
(
601
)
948-6813
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class:
Trading Symbol(s)
Name of each exchange on which registered:
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
Global Select Market
Securities registered pursuant to Section 12 (g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes
☑
No
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
No
☑
Indicate by check mark whether the registrant
(1) has filed all reports required
to be filed by Section 13
or 15(d) of the Securities Exchange Act
of 1934 during the preceding
12 months (or for such
shorter period that the registrant
was required to file such
reports), and (2) has been
subject
to such filing requirements for the past 90 days.
Yes
☑
No
☐
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).
Yes
☑
No
☐
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.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an
emerging
growth company,
indicate by
check mark
if the
registrant has
elected
not to
use the
extended transition
period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
☐
Indicate by
check mark
whether the registrant
has filed
a report on
and attestation
to its
management's assessment of
the effectiveness
of its
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
firm that prepared or issued its audit report.
☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐
No
☑
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 28,
2020, which
was the
date of
the last
business day
of the
registrant’s
most recently
completed second
fiscal
quarter, was $
1,512,923,967
.
As of
July 19, 2021,
44,058,463
shares of
the registrant’s
Common Stock,
$0.01 par
value, and
4,800,000
shares of the
registrant’s
Class A
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 2021
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.
Table of Contents
2
TABLE OF CONTENTS
Item
Page
Number
Part I
FORWARD-LOOKING STATEMENTS
1.
Business
3
1A.
Risk Factors
11
1B.
Unresolved Staff Comments
17
2.
Properties
18
3.
Legal Proceedings
18
4.
Mine Safety Disclosures
18
Part II
5.
MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuerPurchases
of Equity Securities
18
6.
Selected Financial Data
20
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
7A.
Quantitative and Qualitative Disclosures About Market Risk
32
8.
Financial Statements and Supplementary Data
33
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
59
9A.
Controls and Procedures
59
9B.
Other Information
61
Part III
10.
Directors, Executive Officers and Corporate Governance
61
11.
Executive Compensation
61
12.
SecurityOwnership ofCertainBeneficial OwnersandManagementand RelatedStockholder
Matters
61
13.
Certain Relationships and Related Transactions, and Director Independence
61
14.
Principal Accounting Fees and Services
61
Part IV
15.
Exhibits, Financial Statement Schedules
62
16.
Form 10-K Summary
63
Signatures
64
Table of Contents
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 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
coronavirus
(“COVID-19”)
pandemic,
potential
future
impact
on
our
business
of
new
legislation,
rules
or
policies,
potential
outcomes of legal proceedings,
and
projected operating data, 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 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), (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, and (vii) 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
update
publicly
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 under 18 weeks of
age, and breeders are male and female chickens
used to produce fertile eggs to be
hatched for egg production flocks.
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 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.
Over time, we have acquired other companies in our industry.
Since 1989 through our fiscal year ended May 29, 2021, we have
completed 22
acquisitions ranging
in size
from 160 thousand
layers to
7.5 million layers.
In addition,
subsequent to
our fiscal
2021, we
acquired the
remaining 50%
membership interest
in Red
River Valley
Egg Farm,
LLC, effective
June 1,
2021. For
further
description
of
this
transaction,
refer
to
Part
II.
Item
8.
Notes
to
the
Consolidated
Financial
Statements,
Note20–
Subsequent Events.
Table of Contents