calm-20230603_10K
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
June 3, 2023
☐
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 25,
2022, which
was the
date of
the last
business day
of the
registrant’s
most recently
completed second
fiscal
quarter, was $
2,435,832,883
.
As of
July 25,
2023,
44,184,049
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 2023
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
Part I
FORWARD-LOOKING STATEMENTS
1.
Business
3
1A.
Risk Factors
12
1B.
Unresolved Staff Comments
19
2.
Properties
20
3.
Legal Proceedings
20
4.
Mine Safety Disclosures
20
Part II
5.
MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuerPurchases
of Equity Securities
20
6.
Reserved
22
7.
Management’s Discussion and Analysisof Financial Condition and Results of Operations
23
7A.
Quantitative and Qualitative Disclosures About Market Risk
34
8.
Financial Statements and Supplementary Data
35
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
61
9A.
Controls and Procedures
61
9B.
Other Information
63
9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
63
Part III
10.
Directors, Executive Officers and Corporate Governance
63
11.
Executive Compensation
63
12.
SecurityOwnershipofCertainBeneficialOwnersandManagementandRelatedStockholder
Matters
63
13.
Certain Relationships and Related Transactions,and Director Independence
63
14.
Principal Accounting Fees and Services
64
Part IV
15.
Exhibit and Financial Statement Schedules
64
16.
Form 10-K Summary
66
Signatures
67
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 inflation
and rising interest rates,
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 current
outbreak of
highly
pathogenic avian
influenza (“HPAI”)
affecting poultry
in the
United States
(“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 increased
costs, rising
inflation and
rising interest
rates,
which
began
in
response
to
market
conditions
caused
in
part
by
the
COVID-19
pandemic
and
which
generally
have
been
exacerbated by
the Russia-Ukraine
War
that began 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
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 reportable
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
June 3, 2023 consisted of approximately
41.2 million layers and 10.8
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 cage-free,
organic,
brown, free-range,
pasture-raised
and nutritionally