calm2024060110K
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 1, 2024
☐
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.
☑
If securities are
registered pursuant
to Section
12(b) of the
Act, indicate
by check mark
whether the
financial statements
of the registrant
included
in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate
by
a
check
mark
whether
any
of
those
error
corrections
are
restatements
that
required
a
recovery
analysis
of
incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
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 December 2, 2023,
which was the
date of the last
business day of the
registrant’s most recently completed second fiscal
quarter,
was $
2,076,631,567
.
As of
July 23,
2024,
44,238,766
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.
2
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 2024
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.
3
TABLE OF CONTENTS
Item
Page
Number
Part I
FORWARD-LOOKING STATEMENTS
1.
Business
4
1A.
Risk Factors
13
1B.
Unresolved Staff Comments
21
1C.
Cybersecurity
21
2.
Properties
22
3.
Legal Proceedings
22
4.
Mine Safety Disclosures
22
Part II
5.
MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuer
Purchases of Equity Securities
22
6.
Reserved
24
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
7A.
Quantitative and Qualitative Disclosures About Market Risk
36
8.
Financial Statements and Supplementary Data
38
9.
Changes in andDisagreements with Accountantson Accounting andFinancial Disclosure
63
9A.
Controls and Procedures
63
9B.
Other Information
65
9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
65
Part III
10.
Directors, Executive Officers and Corporate Governance
65
11.
Executive Compensation
66
12.
SecurityOwnershipofCertainBeneficialOwnersandManagementandRelated
Stockholder Matters
66
13.
Certain Relationships and Related Transactions,and Director Independence
66
14.
Principal Accountant Fees and Services
66
Part IV
15.
Exhibit and Financial Statement Schedules
66
16.
Form 10-K Summary
69
Signatures
70
4
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 and egg
products
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 resurgence
in United States (“U.S.”) commercial
table egg layer flocks of
highly pathogenic avian
influenza
(“HPAI”), potential future impact on our business of inflation and changing interest rates, potential future impact on our business
of new legislation, rules or policies, potential outcomes of legal proceedings, including loss
contingency accruals and factors that
may result in changes in the amounts recorded, 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 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
and
that first
impacted
our
flocks
in December
2023,
(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 recent or 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 changes
in inflation
and interest
rates, (vii)
our ability
to retain
existing customers,
acquire new
customers and
grow our
product mix,
(viii) adverse results
in pending litigation matters,
and (ix) global
instability, including as a result
of the war
in Ukraine, the Israel-
Hamas conflict
and attacks
on shipping
in the
Red Sea.
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