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CAL-MAINE FOODS INC - Annual Report: 2021 (Form 10-K)

calm-20210529_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
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.
 
 
 
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,
 
 
 
4
 
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
 
2021 ended May 29, 2021, and
 
the first
three fiscal quarters of fiscal 2021 ended August 29, 2020, November 28, 2020, and February 27, 2021. 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
 
2020, approximately 72%
 
of eggs
produced in the U.S.
 
were sold as shell
 
eggs, with 66% sold
 
to retail outlets (e.g.
 
through grocery and convenience
 
stores), 3%
sold to foodservice customers and 3% exported. The remaining 28% 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.
 
Based on historical consumption
 
trends, we believe general demand
 
for eggs increases basically
 
in line with overall
 
population
growth, averaging about 2% per year.
 
Specific events can impact egg consumption in a particular period. For
 
example, in 2015,
egg consumption decreased approximately 4% over the prior year primarily due to a shortage of eggs
 
resulting from an outbreak
of avian influenza ("AI") in the spring of
 
that year.
 
In 2016, consumption rebounded and increased 7% over
 
2015 and 3% over
the pre-shortage level of 2014.
 
According to the USDA, annual per
 
capita U.S. consumption since 2016 varied
 
between 278 and
293 eggs. In calendar
 
year 2020, per capita
 
U.S. consumption was estimated
 
to be 287 eggs,
 
or approximately six
 
eggs per person
per week. Per
 
capita consumption
 
is determined
 
by dividing
 
the total supply
 
of eggs by
 
the entire
 
population in
 
the U.S. (assuming
all eggs produced domestically by the egg
 
industry are consumed).
 
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, disease,
 
and by
 
the number
and productivity of
 
laying hens
 
in the U.S.
 
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
 
as
 
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 experienced a brief but significant
 
increase during the fourth
quarter of fiscal 2020 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.
 
 
calm-20210529_10Kp5i0.jpg
 
5
 
 
Specialty
 
eggs
 
are
 
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 58.2% of
 
our fiscal 2021 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. 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.
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 2021
 
were 1.8 million
 
tons of
 
finished feed,
 
of which
 
we manufactured
 
1.6 million tons.
 
We
 
currently
have the capacity to
 
store 152 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 and are 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. 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
 
monthly average of
 
daily closing prices
 
per Chicago
Board of Trade are shown below for corn and soybean meal:
 
calm-20210529_10Kp6i0.jpg
 
6
 
 
Shell Egg Production
 
We produced approximately
 
90.5% of
 
our total
 
shell eggs
 
sold in
 
fiscal 2021,
 
with 91%
 
of such
 
production coming
 
from company-
owned
 
facilities, and
 
9%
 
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.
 
We purchased approximately 9.5%
of the total shell eggs we sold during fiscal 2021 from outside suppliers.
 
The commercial production of shell eggs
 
requires a source of baby chicks
 
for laying flock replacement. We produce 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 the
 
eggs are
 
produced, they
 
are graded
 
and packaged.
 
Substantially all
 
our farms
 
have modern
 
“in-line” facilities
 
which
mechanically gather, grade
 
and package
 
the eggs
 
at the
 
same 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 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
 
over
the course of fiscal 2021. 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
 
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
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
7
 
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.
 
Our customers typically
 
do not commit
 
to long-term purchases
 
of specific quantities
 
or type 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
 
23%
 
of
 
our
 
shell
 
egg
 
revenues
 
for
 
fiscal
 
year
 
2021,
 
and
 
currently
 
our
 
production
capacity exceeds customer requirements, which we believe positions us well, as our
 
customer base is primarily outside of states
that have mandated cage-free production and
 
sales 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, as
 
our customers
transition
 
to
 
meet
 
consumer
 
demand
 
and
 
comply
 
with
 
evolving
 
legal
 
requirements.
 
At
 
the
 
same
 
time,
 
we
 
understand
 
the
importance of our continued ability
 
to provide affordable conventional
 
eggs in order to provide
 
our customers with a variety
 
of
egg choices and to address hunger in our communities.
 
Egg-Land’s Best®
 
and
Land O’ Lakes®
 
branded eggs are
 
produced and processed
 
under license from
 
Eggland's Best, Inc.
 
("EB")
at our facilities under EB guidelines.
Land O’ Lakes®
 
branded eggs are 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 both caged 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.
 
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:
 
2021
2020
2019
Revenue
Volume
Revenue
Volume
Revenue
Volume
Conventional Eggs
56.8
%
73.2
%
61.4
%
76.1
%
59.4
%
74.9
%
Specialty Eggs
Egg-Land’s Best®
20.9
%
13.5
%
19.2
%
12.7
%
19.9
%
13.5
%
Other Specialty Eggs
19.1
%
13.3
%
16.7
%
11.2
%
17.3
%
11.6
%
Total Specialty Eggs
40.0
%
26.8
%
35.9
%
23.9
%
37.2
%
25.1
%
Egg Products
2.7
%
2.3
%
3.0
%
 
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 is
 
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.
 
 
8
We
 
are a member
 
of the EB
 
cooperative and produce,
 
market and distribute
 
EB and Land
 
O'Lakes branded eggs,
 
both 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, Nevada, and Texas; portions of states in California, North Carolina
Oklahoma, South Carolina, Utah, as well as the whole New York City area.
 
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
 
48.6%, 51.1% and
 
52.2% of net
 
sales dollars for
 
fiscal 2021, 2020,
 
and
2019, respectively. Our largest customer, Walmart Inc. (including Sam's Club),
 
accounted for 29.8%, 32.1%
 
and 33.7% for fiscal
2021, 2020, and 2019, respectively.
 
 
In fiscal
 
2021, approximately 90.5%
 
of our
 
revenue related
 
to sales to
 
retail customers, 6.8%
 
to sales to
 
foodservice providers
and 2.7% 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. 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
 
in
 
its
 
2021
 
survey,
 
66
producers, each owning
 
at least 500 thousand
 
layers, owned approximately
 
99% of total
 
industry layers. The
 
ten largest producers
owned approximately
 
53% of
 
total industry
 
layers compared
 
to 54%
 
in the
 
prior year.
 
We
 
believe industry
 
consolidation will
continue,
 
and
 
we
 
plan
 
to
 
capitalize
 
on
 
opportunities
 
as
 
they
 
arise.
 
We
 
believe
 
further
 
concentration
 
will
 
result
 
in
 
reduced
cyclicality of
 
shell egg
 
prices, but
 
no assurance
 
can be
 
given in
 
that regard.
 
A continuation
 
of this
 
trend could
 
create greater
competition among fewer producers.
 
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.
 
 
Growth Strategy
 
Our growth strategy is
 
focused on remaining a
 
low-cost provider of shell
 
eggs located near our customers.
 
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.
 
 
9
Trademarks and License Agreements
 
We own the trademarks
Farmhouse Eggs®
,
Sunups®
,
Sunny Meadow®
 
and
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
 
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.
 
California, Colorado,
 
Massachusetts, Michigan,
 
Nevada, Oregon,
 
Rhode Island,
 
and Washington
 
have passed
 
minimum space
and/or cage-free
 
requirements, mandating
 
the sale
 
of only
 
cage-free eggs
 
in their
 
states, with
 
implementation of
 
these laws
 
ranging
from January 2022 to January
 
2026. These states represent approximately
 
24% of the U.S. total
 
population according to the 2020
U.S. Census.
 
While our
 
direct sales
 
into these
 
states have
 
not been
 
material, these
 
laws will
 
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
 
29, 2021, we
 
had 3,286 employees, of whom 2,642 worked
 
in egg production,
 
processing, and marketing,
 
188 worked
in feed
 
mill operations
 
and 456, including our
 
executive officers, were
 
administrative employees. Approximately
 
4.1% of
 
our
personnel
 
are
 
part-time, and we
 
utilize
 
temporary
 
employment
 
agencies
 
and
 
independent
 
contractors
 
to
 
augment
 
our
staffing needs when necessary. For fiscal 2021, the average monthly full-time equivalent
 
for contingent workers were 840. None
of our employees are covered by a collective bargaining 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 to 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.
 
 
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,
 
53
 
local
 
site
 
compliance
 
managers,
 
feed
 
mill
 
managers,
 
and
 
general
 
managers.
 
The
 
committee
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
 
10
working to 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.
 
Training and safety personnel conduct monthly 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 tagout of
 
equipment, and forklift safety, among others.
To
 
help drive our
 
focus on colleague
 
safety, we
 
developed safety committees
 
at each of
 
our sites that
 
employee representation
from each department. We regularly provide health and safety information to employees via company bulletin boards. Our local
site
 
farm
 
and
 
feed
 
mill
 
management
 
has
 
an open-door policy
 
with
 
employees
 
to
 
discuss
 
improvement
 
ideas.
 
We
 
have
 
also
installed dry hydrogen peroxide biodefense
 
systems in
 
our processing facilities. New
 
colleagues undergo
 
a two-day orientation
period reviewing our
 
safety and health
 
programs and policies as
 
they relate to
 
their job tasks
 
and then are
 
placed with experienced
team members to learn
 
the job tasks.
 
At the 30-day anniversary of the
 
employees’ hire date,
 
their supervisor
 
has a one-on-one
meeting to discuss any questions the employee may still be unsure about as it relates to their job tasks, health and safety policies
and procedures, or any other matters.
 
 
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
 
2021 our recordable
 
incident rates decreased
 
by 21% compared
 
to fiscal 2020.
 
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 29, 2021, our total workforce comprised
30% 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 78%
 
of our
 
employees are
 
paid at
 
hourly rates,
 
with the
 
majority paid
 
at rates
 
above the
federal
 
minimum
 
wage
 
requirement.
 
Our annual average
 
weekly wage across
 
all employees for fiscal
 
year
2021 was $878.30. 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, 2020. 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, cancer,
 
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. And, regardless of
 
the
 
employees’ election
 
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.
 
 
 
11
Sustainability
 
We
 
understand
 
that
 
a
 
healthy
 
environment
 
and
 
responsible
 
management
 
of
 
our
 
flocks
 
and
 
natural
 
resources
 
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 with
 
increased focus on
 
sustainability factors 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 in late July 2021, 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
 
and
 
 
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 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 in the past
 
during periods of
 
constrained supply,
 
such as the
 
avian influenza outbreak in
 
2015, which we
believe, based on published industry
 
estimates, impacted approximately 12% of
 
the national flock of laying
 
hens. During times
when prices are
 
high, the egg
 
industry has typically
 
geared up to produce
 
more eggs primarily
 
by increasing the
 
number of layers,
ultimately resulting in an oversupply of eggs, which was subsequently followed by a period of lower prices.
 
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 (related to
 
better scientific understanding of the role of cholesterol in
 
12
diets) have all contributed to shell egg demand. However,
 
it is possible that the demand for shell eggs will
 
decline in the future.
Adverse publicity
 
relating to
 
health 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 58% of total
 
farm production cost
in the last 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 supply and demand
factors,
 
transportation
 
and
 
storage
 
costs,
 
speculators,
 
and
 
agricultural,
 
energy
 
and
 
trade
 
policies
 
in
 
the
 
U.S.
 
and
internationally. 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
 
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. The
 
Company
maintains controls and procedures
 
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
 
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 resurgence occurs,
 
a negative impact on our business
 
through disruptions in the supply
chain such as increased costs
 
and decreased availability of packaging
 
supplies; the pandemic has also
 
increased labor costs and
medical costs.
 
 
During the initial outbreak
 
of COVID-19, we saw
 
an increase in
 
demand for eggs
 
as consumers prepared more
 
meals at home.
Egg prices initially rose during the fourth quarter of fiscal 2020, but prices quickly decreased as the demand shock subsided and
eggs that normally
 
would go to foodservice
 
businesses (e.g. restaurants)
 
entered the retail
 
market (e.g. grocery stores).
 
As a result
of the pandemic,
 
the foodservice market
 
for shell eggs
 
was depressed for
 
most of fiscal
 
2021. As vaccination
 
rates continue to
rise and governmental
 
restrictions are lifted,
 
foodservice demand may
 
increase and demand
 
in retail channels,
 
where we sell
 
most
of our eggs, could decrease.
 
 
13
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.
 
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 or legal requirements to be designated as cage-free.
 
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 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.
 
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 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
 
48.6%, 51.1% and
 
52.2% of net
 
sales dollars for
 
fiscal 2021, 2020,
 
and
2019, respectively.
 
Our largest
 
customer, Walmart
 
Inc. (including Sam's
 
Club), accounted for
 
29.8%, 32.1% and
 
33.7% of net
sales dollars
 
for fiscal
 
2021, 2020,
 
and 2019, 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
 
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 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.
 
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
nor do we
 
carry any significant
 
key-man life insurance
 
coverage on any
 
such persons.
 
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.
 
 
 
14
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 78% of our
 
employees are paid at
 
hourly rates, often in
 
entry-level positions. While the
majority
 
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, 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 and could
require us
 
to increase wages
 
to attract
 
labor.
 
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
 
(who
 
are
 
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
 
wife of
 
our late
 
founder,
 
Fred R.
 
Adams, Jr.,
 
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 57.7%
 
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
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
 
of Part
 
II. Item
 
8. Notes
 
to the
 
Consolidated Financial
 
Statements, in
 
August 2020
 
Mrs.
 
15
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 registered under
a shelf
 
registration statement
 
and prospectus
 
dated October
 
9, 2018
 
for potential
 
resale, which
 
shares are
 
subject to
 
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 29, 2021,
there were 44,058,463
 
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.
 
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 86.0 million hens
 
as
 
of June 1, 2021, which
 
is
 
approximately
 
27%
 
of
 
the
 
total
 
U.S.
 
hen
population.
 
According to the USDA Agricultural Marketing Service approximately 66% of the U.S. 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.
 
The United Egg
 
Producers, a nation-wide
 
egg farmer cooperative,
 
has
estimated that the cost to build farms compliant with
 
cage-free standards is $45 a bird. Based on
 
that figure, such an increase in
the size of the cage-free flock would require an estimated industry-wide investment of approximately $5.5 billion.
 
 
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
 
16
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.
 
 
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,
 
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 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 pollution/wastewater discharge permits.
 
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.
 
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
 
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
 
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®
 
and
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
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 29, 2021, we had $35.5
 
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 or our net worth.
 
 
17
 
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, pandemic, extreme weather or natural disasters, including droughts,
 
floods, excessive cold or heat, hurricanes
or other storms, (some of which may be believed to be the result of or
 
intensified by climate change), 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.
 
Weak or unstable economic conditions 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.
 
 
 
ITEM 1B.
 
UNRESOLVED STAFF
 
COMMENTS
 
None.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18
ITEM 2.
 
PROPERTIES
 
The table below provides summary information about the primary operational facilities we use in our business.
 
Type
Quantity
Owned
Leased
Production Capacity
Location
Breeding Facilities
3
3
House up to 255,000 hens
MS, GA
Distribution Centers
3
2
1
NA
FL, NC, TX
Feed Mills
25
24
1
Production capacity of 814 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
MS, FL
Processing and Packaging
44
43
1
Approximately 565,800 dozen
shell eggs per hour
AL, AR, FL, GA, KS, KY,
 
LA,
MS, OH, OK, SC, TX, UT
Pullet Facilities
24
24
Grow 24.4 Million pullets
annually
AR, FL, GA, KS, KY,
 
OH, SC,
TX, UT
Shell Egg Production
41
40
1
As of May 29, 2021, 37.8 million
layers in Company owned
facilities
AL, AR, FL, GA, KS, KY,
 
LA,
MS, OH, OK, SC, TX, UT
Egg Products Processing
Facilities
2
2
Capable of producing 60 million
lbs. per year
GA, TX
 
As of
 
May 29,
 
2021, we owned
 
approximately 28.3 thousand
 
acres of
 
land. There
 
are no
 
material encumbrances
 
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 public 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 14,
 
2021, there
 
were
approximately 322 record holders
 
of our Common Stock
 
and approximately 39,079 beneficial
 
owners whose shares were
 
held by
nominees or broker dealers. For additional information about our capital structure, see
 
in Part II. Item 8. Notes
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 Revolving
 
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
 
calm-20210529_10Kp19i0.jpg
 
19
dividend.
 
At
 
the
 
end
 
of
 
fiscal
 
2021,
 
the
 
amount
 
of
 
cumulative
 
losses
 
to
 
be
 
recovered
 
before
 
payment
 
of
 
a
 
dividend
 
was
$4.2 million.
 
Stock Performance Graph
 
The following graph
 
shows a comparison
 
of cumulative total
 
shareholder return, calculated
 
on a dividend
 
reinvested basis, for
the Company, the NASDAQ
 
Composite Total Return, and
 
the NASDAQ
 
100 Total Return for
 
the five years
 
ended May 29, 2021.
The graph assumes $100 was invested on May 28, 2016 in the stock or
 
index. Each date plotted indicates the last day of a fiscal
quarter.
 
 
 
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 2021 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 29, 2021.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
20
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
$
302,147
Equity compensation plans not
approved by shareholders
Total
$
302,147
(a)
 
There were no
 
outstanding options, warrants
 
or rights as
 
of
May
 
29
, 202
1
.
 
There were
1,125,188
 
shares of restricted
stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 29, 2021.
(b)
 
There were no outstanding options, warrants or rights as of
May
 
29
, 202
1
.
 
(c)
 
Reflects s
hares available for future
 
issuance as of
May
 
29
, 202
1
 
under our
Amended and Restated
2012 Omnibus
Long-Term Incentive Plan.
 
 
For
 
additional information,
 
see
 
in
 
Part
 
II.
 
Item 8.
 
Notes
 
to
 
the Consolidated
 
Financial
Statements.
 
 
ITEM 6.
 
SELECTED FINANCIAL DATA
 
This Item
 
is reserved
 
as a
 
result of
 
the Company’s
 
early adoption
 
of Item
 
301 of
 
Regulation S-K,
 
as deleted
 
pursuant to
 
SEC
Release
 
No.
 
33-10890;
 
34-90459
 
(Management’s
 
Discussion
 
and
 
Analysis;
 
Selected
 
Financial
 
Data,
 
and
 
Supplementary
Financial Information) adopted by the Securities and Exchange Commission on November 19, 2020.
 
 
 
21
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
 
or
 
operating
 
results,
 
reference
 
is
 
made to
 
the
 
disclosure
 
set
 
forth
 
under
 
.
 
In
addition, because the
 
following discussion
 
includes numerous
 
forward-looking statements relating
 
to us, our
 
results of operations,
financial condition
 
and business,
 
reference is
 
made to
 
the information
 
set forth
 
in the
 
section of
 
Part I
 
immediately preceding
Item 1 above under the caption “
.”
 
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. In
 
fiscal 2021,
 
we sold
 
approximately 1,073.2 million
dozen
 
shell
 
eggs,
 
which
 
we
 
believe
 
represented
 
approximately
 
19%
 
of
 
domestic
 
shell
 
egg
 
consumption.
 
Our
 
total
 
flock
 
of
approximately 37.8 million layers and 10.8 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,
 
foodservice 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 and
 
brown eggs
 
as
specialty products
 
for accounting
 
and reporting
 
purposes. We
 
classify all
 
other shell
 
eggs as
 
conventional products. 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
 
 
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 2.5 million dozen
 
eggs
in fiscal
 
2021.
 
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 every
 
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
throughout our operations with restricted access to
 
visitors. All non-essential corporate travel has been suspended.
 
There are no
known indications that COVID-19 affects hens 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 availability of packaging supplies, increased labor costs and medical costs.
 
 
In fiscal 2021, we spent $2.3 million (excluding medical insurance claims) related to the pandemic.
 
The majority these expenses
resulted from additional labor and
 
increased cost of packaging materials, primarily
 
reflected in cost of
 
sales. Medical insurance
claims related to COVID-19 paid during fiscal 2021 were an additional $1.4 million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22
Executive Overview of Results – Fiscal Years Ended May 29, 2021, May 30, 2020 and June 1, 2019
 
Fiscal Years Ended
May 29, 2021
May 30, 2020
June 1, 2019
Net sales (in thousands)
$
1,348,987
$
1,351,609
$
1,361,188
Gross profit (in thousands)
$
160,661
$
179,588
$
222,859
Net average shell egg price
(a)
$
1.217
$
1.231
$
1.265
Average UB Southeast Region - Shell Eggs - White Large
 
$
1.155
$
1.220
$
1.229
Feed costs per dozen produced
$
0.446
$
0.409
$
0.415
(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.
 
In fiscal 2019, an increase in the U.S flock size
 
resulted in an oversupply of eggs, particularly from the start of our
 
third quarter
of fiscal
 
2019 through
 
the end
 
of the
 
third quarter
 
of fiscal
 
2020. This
 
led to
 
lower selling
 
prices for
 
conventional eggs,
 
and
demand for specialty eggs was negatively impacted by the low conventional egg prices.
 
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
 
sell the
 
majority of
 
our
conventional eggs at prices that
 
take into account, in varying
 
ways, independently quoted wholesale market
 
prices as published
by UB
 
for shell
 
eggs.
 
The daily
 
average of
 
the UB
 
Southeast Region
 
– Shell
 
Eggs –
 
White Large
 
decreased 5.3%
 
during our
fiscal 2021 as compared to fiscal 2020.
 
 
The total number of shell
 
eggs produced in the U.S. for
 
fiscal 2021 was 2.0% less than
 
the same period last year
 
as reported by
the United
 
States Department
 
of Agriculture
 
(“USDA”). Hen
 
numbers reported
 
by the
 
USDA as
 
of June
 
1, 2021,
 
were 315.7
million, which represents 5.3 million fewer hens than a year ago. Notably, this is the lowest national supply of laying hens since
October 2016. However, 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
 
in the retail market due to
 
the extra supply entering the retail
channel from the foodservice channel.
 
 
The pandemic continues to affect the demand for shell eggs. During the
 
early restrictive phase of the pandemic, which occurred
during our fourth
 
quarter of fiscal
 
2020, demand increased substantially
 
as consumers were
 
preparing for 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.
 
Foodservice demand
 
has
 
started
 
to
improve, though it has remained below pre-pandemic
 
levels. Our experience appears consistent with industry trends during
 
this
period. According
 
to data
 
provided by
 
Informational Resources,
 
Inc. (“IRi”),
 
IRi’s
 
Total
 
US –
 
Multi Outlet
 
for all
 
shell eggs
demand increased
 
by approximately
 
6% for
 
the first
 
three quarters
 
during our
 
fiscal year
 
and decreased
 
approximately 20%
 
during
our fourth fiscal quarter as compared to the same periods in fiscal 2020.
 
 
According
 
to
 
IRi
 
Total
 
U.S.
 
 
Multi
 
Outlet
 
data,
 
for
 
the
 
52
 
weeks
 
ended
 
May
 
30,
 
2021,
 
dozens
 
sold
 
for
 
conventional
 
eggs
decreased 3.4%, while dozens sold
 
for specialty eggs increased 8.6%
 
as compared to the same period
 
in the prior year. Similarly,
our total dozens
 
sold for conventional
 
eggs decreased 3.4%,
 
while our total
 
dozens sold for
 
specialty eggs increased
 
12.5%, as
compared to fiscal
 
2020. Specialty egg
 
demand has historically
 
been impacted by
 
the price of
 
the conventional egg.
 
When the
price of
 
conventional eggs
 
is low
 
the demand
 
for specialty
 
eggs declines
 
and as
 
the price
 
of conventional
 
eggs increases
 
the
demand for specialty eggs increase. We
 
have also seen demand for specialty eggs increases
 
during holiday seasons. We
 
believe
that the increase
 
in demand for
 
specialty eggs
 
has been affected
 
since the onset
 
of the pandemic
 
as consumers have
 
been preparing
more meals at home rather than going out to eat, and therefore they have been more willing to spend money on specialty eggs.
 
Gross profit decreased $18.9 million to $160.7
 
million in fiscal 2021. The decrease
 
resulted primarily from lower selling prices
for conventional
 
eggs, as
 
discussed above,
 
and from
 
increased feed
 
costs. For
 
fiscal year
 
2021, the
 
average Chicago
 
Board of
Trade (“CBOT”) daily market price was $3.77 per bushel for corn and $300.62 per ton for soybean meal, representing increases
of 21.1% and 23.0%,
 
respectively, compared to the daily average CBOT
 
prices for fiscal 2020.
 
Feed costs started trending higher
midway through
 
the second
 
quarter of
 
fiscal 2021.
 
Increased export
 
demand for
 
both soybeans
 
and corn,
 
as well
 
as weather-
related shortfalls
 
in production
 
and yields,
 
have placed
 
additional pressure
 
on domestic
 
supplies, resulting
 
in higher
 
and more
volatile prices.
 
We
 
continue
 
to
 
execute
 
our
 
growth
 
strategy
 
of
 
remaining
 
a
 
low-cost
 
provider
 
of
 
shell
 
eggs
 
and
 
growth
 
through
 
selective
acquisitions,
 
with
 
a
 
focus
 
on
 
expanding
 
cage-free
 
capacity.
 
Subsequent
 
to
 
fiscal
 
2021,
 
we
 
acquired
 
the
 
remaining
 
50%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23
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, Texas.
 
 
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 29, 2021
May 30, 2020
Net sales
100.0
%
100.0
%
Cost of sales
88.1
%
86.7
%
Gross profit
11.9
%
13.3
%
Selling, general and administrative
13.6
%
13.2
%
Loss on disposal of fixed assets
0.2
%
%
Operating income (loss)
(1.9)
%
0.1
%
Total other income
1.2
%
1.4
%
Income (loss) before income taxes
(0.7)
%
1.5
%
Income tax expense (benefit)
(0.9)
%
0.1
%
Net income
0.2
%
1.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24
Fiscal Year
 
Ended May 29, 2021 Compared to Fiscal Year Ended May 30, 2020
 
NET SALES
 
Net shell egg sales represented
 
97.3% and 97.7% of total
 
net sales for the fiscal
 
year 2021 and 2020, 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 29, 2021
May 30, 2020
Total net sales
$
1,348,987
$
1,351,609
Conventional
$
766,284
58.4
%
$
830,278
62.9
%
Specialty
539,780
41.1
%
485,465
36.8
%
Egg sales, net
1,306,064
99.5
%
1,315,743
99.7
%
Other
6,190
0.5
%
4,452
0.3
%
Net shell egg sales
$
1,312,254
100.0
%
$
1,320,195
100.0
%
Dozens sold:
Conventional
785,446
73.2
%
813,255
76.1
%
Specialty
287,765
26.8
%
255,895
23.9
%
Total dozens sold
1,073,211
100.0
%
1,069,150
100.0
%
Net average selling price per dozen:
Conventional
$
0.976
$
1.021
Specialty
$
1.876
$
1.897
All shell eggs
$
1.217
$
1.231
Egg products sales:
 
Egg products net sales
$
36,733
$
31,414
Pounds sold
63,627
65,985
Net average selling price per pound
$
0.577
$
0.476
 
Shell egg net sales
-
 
Conventional egg sales
 
decreased $64.0 million
 
or 7.7%, compared
 
to fiscal 2020,
 
primarily due to
 
decreases in price
and volume
 
of conventional
 
eggs sold.
 
Changes in
 
price and
 
volume resulted
 
in a
 
$35.3 million
 
and a
 
$27.1 million
decrease in net sales, respectively.
-
 
The decrease in volume and
 
price of conventional eggs in
 
fiscal 2021 compared to fiscal
 
2020 was due to the
 
significant
increase
 
in
 
retail
 
demand
 
that
 
occurred
 
in
 
the
 
fourth
 
quarter
 
of
 
fiscal
 
2020
 
related
 
to
 
the
 
onset
 
of
 
the
 
pandemic,
 
as
consumers purchased
 
more eggs
 
in anticipation
 
of preparing
 
more meals at
 
home. Additionally, the extra
 
supply entering
the retail
 
channel from
 
the foodservice
 
further depressed
 
prices of
 
conventional shell
 
eggs throughout
 
the first
 
three
quarters of fiscal 2021.
-
 
Specialty egg sales increased $54.3
 
million or 11.2%,
 
primarily due to increased volume
 
of 12.5% which resulted
 
in a
$59.8
 
million
 
increase
 
in
 
net
 
sales.
 
More
 
cage-free
 
facilities
 
came
 
into
 
production
 
and
 
we
 
increased
 
promotional
spending, both of which helped increase our cage-free sales.
-
 
We believe that the
 
increase in
 
demand for
 
specialty eggs
 
has been affected
 
since the
 
onset of the
 
pandemic as
 
consumers
have been preparing
 
more meals at
 
home rather than
 
going out to
 
eat, and therefore
 
they have been
 
more willing to
 
spend
money on specialty eggs.
 
Egg products net sales
-
 
Egg products net sales increased
 
$5.3 million or 16.9%, primarily
 
due to an increase in selling
 
price of 21.2% compared
to fiscal 2020, which had a $6.4 million positive impact on net sales.
-
 
Fiscal 2020
 
net average
 
selling prices
 
were negatively
 
impacted by
 
an oversupply
 
of eggs
 
throughout the
 
first three
quarters in
 
fiscal 2020,
 
followed by
 
a decline
 
in foodservice
 
demand in
 
the fourth
 
quarter of
 
fiscal 2020,
 
due to
 
the
pandemic. Our net average
 
selling price has increased
 
in fiscal 2021 as
 
demand has started to
 
increase in the foodservice
channel.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
25
COST OF SALES
 
Cost of
 
sales consists
 
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 29, 2021
May 30, 2020
% Change
Cost of Sales:
Farm production
$
730,902
$
677,181
7.9
%
Processing, packaging, and warehouse
250,058
234,243
6.8
Egg purchases and other (including change in inventory)
177,634
232,027
(23.4)
Total shell eggs
1,158,594
1,143,451
1.3
Egg products
29,536
25,651
15.1
Other
196
2,919
(93.3)
Total
$
1,188,326
$
1,172,021
1.4
%
Farm production costs (per dozen produced)
Feed
$
0.446
$
0.409
9.0
%
Other
$
0.320
$
0.329
(2.7)
%
Total
$
0.766
$
0.738
3.8
%
Outside egg purchases (average cost per dozen)
$
1.22
$
1.26
(3.2)
%
Dozens produced
970,837
927,799
4.6
%
Percent produced to sold
90.5%
86.8%
4.3
%
 
Farm Production
-
 
Feed costs increased
 
$53.7 million, primarily
 
due to increased
 
export demand, as
 
well as weather-related
 
shortfalls in
production and yields, which have placed additional pressure on domestic supplies.
-
 
Other
 
farm
 
production
 
costs
 
decreased
 
due
 
to
 
lower
 
facility
 
expense,
 
resulting
 
from
 
improved
 
efficiencies
 
in
 
our
utilization and from increased volume of eggs produced.
-
 
We also had lower amortization expense, due
 
to the lower feed costs
 
in prior periods, which
 
are capitalized in our
 
flocks
during pullet production. In fiscal 2020 we incurred higher amortization expense due to selling flocks early in response
to market conditions.
 
Processing, packaging, and warehouse
-
 
Processing costs increased due to a 3.2% increase in the volume of eggs processed.
-
 
Cost
 
of
 
pac
kaging
 
materials
 
increased
 
3.0%
 
as
 
the
 
retail
 
channel
 
demand
 
increased
 
due
 
to
 
the
 
pandemic
 
and
manufacturers increased prices and implemented pandemic surcharges.
-
 
Labor costs increased 7.2% due to the pandemic,
 
due to crisis pay and wage increases in response to labor shortages.
 
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 90.5%, as well as a decrease in the cost of these purchases.
 
Looking forward to fiscal 2022, we believe with the ongoing uncertainties and continued supply
 
chain disruptions related to the
COVID-19 outbreak, weather fluctuations, increase
 
demand for exports and geopolitical issues,
 
that feed ingredients will remain
higher in
 
the near
 
future and
 
expect to
 
see price
 
volatility throughout
 
the year.
 
We
 
do not
 
anticipate problems
 
in securing
 
an
adequate amount of feed ingredients for fiscal 2022.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
26
GROSS PROFIT
 
Gross profit, as a
 
percentage of net sales, was
 
11.9% for fiscal
 
2021, compared to 13.3% for
 
fiscal 2020. The decrease resulted
primarily from lower selling prices for conventional eggs and increased feed costs.
 
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
 
Selling,
 
general,
 
and
 
administrative
 
expenses
 
("SGA")
 
include
 
costs
 
of
 
marketing,
 
distribution,
 
accounting,
 
and
 
corporate
overhead.
 
The following table presents an analysis of our SGA expenses (in thousands):
 
Fiscal Year Ended
May 29, 2021
May 30, 2020
$ Change
% Change
Specialty egg expense
$
59,294
$
49,237
$
10,057
20.4
%
Delivery expense
52,670
52,230
440
0.8
%
Payroll, taxes and benefits
43,327
44,156
(829)
(1.9)
%
Stock compensation expense
3,778
3,617
161
4.5
%
Other expenses
24,874
28,997
(4,123)
(14.2)
%
Total
$
183,943
$
178,237
$
5,706
3.2
%
 
Specialty egg expense
-
 
Advertising
 
and
 
franchise
 
fees
 
increased
 
due
 
to
 
the
 
increased
 
volume
 
of
 
specialty
 
eggs
 
sales
 
of
 
12.5%
 
along
 
with
increased promotional spending throughout the year as compared to the same period in the prior year.
 
Other expenses
-
 
Other expenses decreased due to a legal settlement paid in the second
 
quarter of fiscal 2020, in an amount that was not
material.
-
 
In
 
addition,
 
for
 
fiscal
 
2021
 
we
 
received
 
a
 
return
 
of
 
brokerage
 
commissions
 
on
 
property
 
and
 
casualty
 
insurance
placements.
 
OPERATING
 
INCOME (LOSS)
 
As a result of the above, our operating
 
loss was $26.3 million for fiscal 2021, compared to operating income of
 
$1.3 million for
fiscal 2020.
 
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.
 
 
The Company
 
recorded interest
 
income of
 
$2.8 million in
 
fiscal 2021,
 
compared to
 
$5.0 million in
 
fiscal 2020.
 
We
 
recorded
interest
 
expense of
 
$213
 
thousand and
 
$498 thousand
 
in fiscal
 
2021
 
and 2020,
 
respectively. The
 
decrease in
 
interest income
resulted from significantly lower investment balances and lower interest rates.
 
Patronage dividends, which represent distributions from our membership in Eggland's Best,
 
Inc. ("EB"), decreased $1.1 million
or 10.8%. Patronage dividends are paid once a year based on EB’s profits and its available cash.
 
Equity in income from unconsolidated entities for fiscal 2021 was $622 thousand compared to $534 thousand for fiscal
 
2020.
 
 
Other, net for fiscal 2021
 
was income of
 
$4.1 million compared to
 
$3.7 million for fiscal
 
2020. The increase
 
was primarily driven
by realized and unrealized gains in investment securities available-for-sale.
 
INCOME TAXES
 
On
 
March
 
27,
 
2020,
 
the
 
Coronavirus
 
Aid,
 
Relief,
 
and
 
Economic
 
Security
 
Act
 
(the
 
“CARES
 
Act”)
 
was
 
enacted.
 
The
 
most
significant provision of
 
the CARES Act
 
that materially affected
 
the Company’s
 
income taxes included
 
the five-year carryback
allowance for taxable net operating losses generated in the tax years 2018 through 2020, our fiscal years 2019 through 2021.
 
 
27
The Tax Cut and Jobs Act enacted in December 2017 disallowed the carrying back of taxable net operating losses to offset prior
years’ taxable income. The
 
CARES Act allows us
 
to carry those losses
 
generated or that may
 
be generated during our
 
fiscal years
2019 through 2021 back to offset taxable income recognized
 
during the prior five years. The Company is electing to
 
utilize that
provision, which will
 
provide additional liquidity
 
in the form
 
of an
 
income tax refund
 
currently estimated to
 
be approximately
$36.5 million. We
 
believe we will
 
receive the refund
 
during our
 
third fiscal quarter
 
of 2022.
 
Additionally,
 
we recorded
 
a total
income tax
 
benefit of
 
approximately $12.4
 
million related
 
to the
 
carryback provisions
 
during our
 
fiscal year
 
2021. For
 
more
information regarding the income tax effects of the CARES Act, refer to Part II. Item 8. Notes to the Financial Statements,
 
 
For the fiscal year ended
 
May 29, 2021, our pre-tax
 
loss was $9.9 million, compared
 
to pre-tax income of $20.1
 
million for fiscal
2020.
 
We
 
recorded
 
an
 
income
 
tax
 
benefit
 
of
 
$12.0
 
million
 
for
 
fiscal
 
2021,
 
which
 
includes
 
the
 
tax
 
benefit
 
of
 
$12.4
 
million
described above.
 
Our fiscal 2021
 
effective tax
 
rate increased to
 
120.8% from 8.6%
 
in fiscal 2020,
 
driven primarily by
 
the net
operating loss
 
carryback provisions
 
allowed under
 
the CARES
 
Act. Excluding
 
the effects
 
of the
 
CARES Act,
 
our income
 
tax
benefit was $2.2 million
 
for fiscal 2021 with
 
an adjusted effective tax
 
rate of 22.7%.
 
Income tax expense was
 
$4.8 million for
the comparable period of fiscal 2020, which reflects an adjusted effective tax rate of approximately 24.1%.
 
 
At May 29, 2021,
 
the Company had an
 
income tax receivable of
 
$42.5 million compared to
 
$9.9 million at May
 
30, 2020. During
fiscal 2021,
 
the Company
 
recorded an
 
income tax
 
receivable of
 
$36.5 million
 
related to
 
the decision
 
to carryback
 
fiscal 2021
taxable net operating losses to recover a portion of taxes paid in
 
fiscal 2016.
 
Additionally, we received $1.4 million
 
in state tax
refunds related to claims for refund previously filed with state taxing authorities.
 
For the thirteen weeks ended May 29, 2021, our pretax loss was $12.2 million,
 
and our income tax benefit was $7.9 million with
an effective tax rate of 65.1%, including the impact of the CARES Act. Our income tax provision for the fourth quarter of fiscal
2021 reflects the carryback
 
of taxable net operating
 
losses generated during periods
 
in which the statutory
 
federal income tax rate
was 21%
 
to periods
 
in which
 
the statutory
 
federal income
 
tax rate
 
was 35%,
 
as permitted
 
by the
 
CARES Act.
 
Excluding the
effects of the
 
CARES Act,
 
our income
 
tax expense
 
was $1.8
 
million with
 
an adjusted
 
effective tax
 
rate of
 
15.4%. The
 
low effective
rate was
 
primarily related
 
to a
 
$7.4 million
 
income tax
 
benefit recorded
 
during the
 
fourth quarter
 
of fiscal
 
2021 in
 
connection
with the CARES Act.
 
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 INCOME (LOSS) ATTRIBUTABLE
 
TO NONCONTROLLING INTEREST
 
Net
 
income
 
(loss)
 
attributable
 
to
 
noncontrolling
 
interest
 
for
 
fiscal
 
2020
 
was
 
a
 
loss
 
of
 
$63 thousand.
 
During
 
fiscal
 
2020,
 
we
acquired the remaining 27.9% interest in our majority-owned subsidiary TEP.
 
NET INCOME ATTRIBUTABLE
 
TO CAL-MAINE FOODS, INC.
 
As
 
a
 
result
 
of
 
the
 
above,
 
net
 
income
 
for
 
fiscal
 
2021
 
was
 
$2.1 million,
 
or
 
$0.04
 
per
 
basic
 
and
 
diluted
 
share,
 
compared
 
to
$18.4 million, or $0.38 per basic and diluted share for fiscal 2020.
 
Fiscal Year
 
Ended May 30, 2020 Compared to Fiscal Year Ended June 1, 2019
 
The discussion of our results
 
of operations for the fiscal
 
year ended May 30, 2020
 
compared to the fiscal
 
year ended June 1, 2019
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 2020 Annual Report on Form 10-K.
 
 
CAPITAL RESOURCES AND LIQUIDITY
 
Our
 
working
 
capital
 
at
 
May
 
29,
 
2021
 
was
 
$303.5 million,
 
compared
 
to
 
$429.1 million
 
at
 
May
 
30,
 
2020.
 
The
 
calculation
 
of
working capital is defined as current assets less current liabilities. Our current ratio
 
was 5.77 at May 29, 2021 compared to 5.60
at May 30, 2020. The
 
current ratio is calculated
 
by dividing current assets by
 
current liabilities. Due to seasonal
 
factors described
, 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
28
We
 
had no
 
long-term debt outstanding
 
at the
 
end of
 
fiscal 2021
 
and 2020.
 
On July 10,
 
2018, we
 
entered into a
 
$100.0 million
Senior Secured
 
Revolving Credit
 
Facility (the
 
“Revolving Credit
 
Facility”). As
 
of May
 
29, 2021,
 
no amounts
 
were borrowed
under the Revolving Credit Facility.
 
We have
 
$4.1 million in outstanding standby letters of credit, which were
 
issued under our
Revolving
 
Credit
 
Facility
 
for
 
the
 
benefit
 
of
 
certain
 
insurance
 
companies.
 
Refer
 
to
 
Part
 
II.
 
Item
 
8.
 
Notes
 
to
 
the
 
Financial
Statements,
 
for further information regarding our long-term debt.
 
 
Net cash provided
 
by operating activities
 
was $26.1 million
 
for fiscal year
 
2021 compared with
 
$73.6 million for fiscal
 
year 2020.
Decreased gross profit margins resulting primarily from lower selling prices for shell
 
eggs, and increased feed costs contributed
greatly to
 
our decrease
 
in cash
 
flow from
 
operations. The
 
increase in
 
accounts receivables
 
balance at
 
fiscal 2021
 
compared to
prior fiscal
 
2020 is
 
due to
 
the income
 
tax receivable
 
related to
 
the CARES
 
Act, which
 
is expected
 
to be
 
received in
 
our third
quarter of fiscal 2022.
 
 
For fiscal 2021,
 
approximately $129.1 million was provided
 
from the sale
 
and maturity of
 
investments securities available-for-
sale, $88.3 million
 
was used
 
to purchase
 
short-term investments
 
and net
 
payments of
 
$6.7 million were
 
received from
 
investments
in unconsolidated entities. Approximately $95.1 million was
 
used to purchase or
 
construct property, plant
 
and equipment, most
of
 
which
 
related
 
to
 
the
 
expansion
 
of
 
our
 
cage-free
 
shell
 
egg
 
production
 
capacity. Refer
 
to
 
the
 
table
 
of
 
material
 
construction
projects presented
 
below for
 
additional information
 
on purchases
 
and construction
 
of property,
 
plant and
 
equipment. The
 
net
result of these and other activities as of May 29, 2021 was a decrease in cash of $20.8 million from May 30, 2020.
 
 
For fiscal 2020, approximately
 
$204.3 million was provided
 
from the sale and
 
maturity of investments securities
 
available-for-
sale,
 
$107.2
 
million
 
was
 
used
 
to
 
purchase
 
short-term
 
investments
 
and
 
net
 
payments
 
of
 
$7.1
 
million
 
were
 
received
 
from
investments
 
i
n
 
unconsolidated
 
entities.
 
We
 
used
 
$44.7
 
million
 
to
 
acquire
 
Mahard
 
and
 
the
 
remaining
 
interest
 
in
 
TEP.
 
Approximately $124.2
 
million was
 
used to
 
purchase or
 
construct property,
 
plant and
 
equipment, most
 
of which
 
related to
 
the
expansion of our cage-free shell
 
egg production capacity. Refer to the table of material construction
 
projects presented below for
additional
 
information
 
on
 
purchases
 
and
 
construction
 
of
 
property,
 
plant
 
and
 
equipment.
 
We
 
used
 
$1.5
 
million
 
for
 
principal
payments on long-term
 
debt. The net
 
result of these
 
and other activities
 
as of May
 
30, 2020 was
 
an increase in
 
cash of $8.9
 
million
from June 1, 2019.
 
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.
 
We
 
have
 
invested
 
approximately
$476 million in facilities, equipment and
 
related operations to expand our
 
cage-free production starting with our
 
first facility in
2008, which includes
 
the $48.5 million
 
acquisition of the
 
remaining 50% interest
 
in Red River
 
discussed in
Note 20 –
 
Subsequent
Events
 
in
 
Part
 
II.
 
Item
 
8.
 
Notes
 
to
 
the
 
Consolidated
 
Financial
 
Statements.
 
The
 
following
 
table
 
presents
 
current
 
material
construction projects approved as of May 29, 2021 (in thousands):
 
 
Project(s) Type
Projected
 
Completion
Projected Cost
Spent as of
 
May 29, 2021
Remaining
Projected Cost
Cage-Free Layer & Pullet Houses/Processing
Facility
Fiscal 2022
$
140,876
$
93,612
$
47,264
$
140,876
$
93,612
$
47,264
 
We believe
 
our current cash balances, investments, cash flows from
 
operations, and Revolving Credit Facility will be sufficient
to fund our current capital needs. As we monitor the demand for cage-free eggs and
 
our growth strategy described in
 
there may be a need for long-term
 
debt financing. We
 
believe with our strong balance sheet that
we will have adequate access to capital markets if that need arises.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
CONTRACTUAL OBLIGATIONS
 
 
The
 
following
 
table
 
summarizes
 
by
 
fiscal
 
year
 
the
 
future
 
estimated
 
cash
 
payments,
 
in
 
thousands,
 
to
 
be
 
made
 
under
 
existing
contractual obligations as of
 
May 29, 2021. 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 29,
2021, 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
$
697
$
239
$
458
$
$
Operating leases
1,882
802
1,049
31
Purchase obligations:
Feed ingredients and fuel
(a)
89,779
89,779
Construction contracts and other equipment
38,063
38,063
Red River
(b)
48,500
48,500
Total
$
178,921
$
177,383
$
1,507
$
31
$
 
(a)
 
Actual purchase obligations may change based on the contractual terms and agreements
(b)
 
Represents the cash paid for the acquisition of Red River
 
 
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.
 
INVESTMENTS IN SECURITIES
 
 
Our investment
 
securities are
 
accounted for
 
in accordance
 
with ASC
 
320, “Investments
 
- Debt
 
and Equity
 
Securities” (“ASC
320”). The
 
Company considers
 
all of
 
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.
 
ALLOWANCE FOR DOUBTFUL ACCOUNTS
 
 
Trade receivables
 
are stated
 
at their
 
carrying values,
 
which include
 
a reserve
 
for credit
 
losses. The
 
Company extends credit
 
to
customers 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
 
pooled according
 
to age,
 
with each
 
pool assigned
 
an
expected loss based on historical loss information adjusted as needed for economic and other forward-looking factors.
 
 
 
30
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. 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.
 
LONG-LIVED ASSETS
 
Depreciable long-lived
 
assets are
 
primarily comprised
 
of buildings,
 
improvements, machinery
 
and equipment. Depreciation
 
is
provided by the
 
straight-line method over
 
the estimated useful
 
lives, which are
 
15 to 25
 
years for buildings
 
and improvements
and 3 to 12 years for machinery and equipment. An increase or decrease in the
 
estimated useful lives would result in changes to
depreciation expense. When property 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. We
 
continually
reevaluate the carrying value
 
of our long-lived assets,
 
for events or changes
 
in circumstances which indicate the
 
carrying value
may not be recoverable from the estimated future cash flows expected to result
 
from its use and eventual disposition. If the sum
of the expected future
 
cash flows (undiscounted and
 
without interest charges) are
 
less than the carrying amount
 
of the asset, an
impairment loss is recognized to reduce the carrying value of the asset to its estimated fair value.
 
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
 
5 to 15
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.
 
EQUITY AND COST METHOD INVESTMENTS
 
We have invested in
 
other companies
 
engaged in
 
the production,
 
processing and
 
distribution of
 
shell eggs
 
and egg
 
products. These
investments are recorded
 
using the cost
 
or equity
 
method, and
 
are not consolidated
 
in our financial
 
statements. Changes in the
ownership
 
percentages
 
of
 
these
 
investments
 
might
 
alter
 
the
 
accounting
 
methods
 
currently
 
used.
 
Our
 
investment
 
in
 
these
companies is shown on the Company’s Consolidated Balance Sheet in the amounts presented for "Investment in unconsolidated
entities" and “Other long-term assets”.
 
 
GOODWILL
 
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
At May 29, 2021, goodwill represented 2.9% of total assets and
 
3.5% of stockholders’ equity. Goodwill relates
 
to the following
(in thousands):
 
Fiscal Year
Description
Amount
1999
Acquisition of Hudson Brothers, Inc.
$
3,147
2006
Acquisition of Hillandale Farms, LLC
869
2007
Acquisition of Green Forest Foods, LLC
179
2008
Revised Hillandale incremental purchase price
9,257
2009
Revised Hillandale incremental purchase price
2,527
2009
Acquisition of Zephyr Egg, LLC
1,876
2009
Acquisition of Tampa Farms, LLC
4,600
2010
Revised Hillandale incremental purchase price
(338)
2013
Acquisition of Maxim Production Co., Inc.
2,300
2014
Purchase of joint venture partner’s 50% in Delta Egg
4,779
2017
Acquisition of Foodonics International, Inc.
3,389
2017
Acquisition of Happy Hen Egg Farms, Inc.
2,940
Total Goodwill
$
35,525
 
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
 
in Part II. Item 8. Notes to the
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.
 
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.’’
 
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, 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 benefits
of
 
tax
 
deductions
 
in
 
excess
 
of
 
recognized
 
compensation
 
cost
 
to
 
be
 
reported
 
as
 
a
 
financing
 
cash
 
flow. See
 
in Part II. Item 8. Notes to the Consolidated Financial Statements for more information.
 
INCOME TAXES
 
We
 
determine our effective tax
 
rate by estimating our
 
permanent differences resulting from
 
differing treatment of
 
items for tax
and
 
accounting
 
purposes. We
 
are
 
periodically
 
audited
 
by
 
taxing
 
authorities. Any
 
audit
 
adjustments
 
affecting
 
permanent
differences could have an impact on our effective tax rate.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
32
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. 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
$
(0.87)
$
(0.58)
$
(0.29)
$
0.00
$
0.29
$
0.58
$
0.87
Change
 
in price
per ton
Soybean
Meal
$
(82.50)
0.386
0.396
0.406
0.416
0.426
0.436
0.446
$
(55.00)
0.396
0.406
0.416
0.426
0.436
0.446
0.456
$
(27.50)
0.406
0.416
0.426
0.436
0.446
0.456
0.466
$
0.00
0.416
0.426
0.436
0.446
(a)
0.456
0.466
0.476
$
27.50
0.426
0.436
0.446
0.456
0.466
0.476
0.486
$
55.00
0.436
0.446
0.456
0.466
0.476
0.486
0.496
$
82.50
0.446
0.456
0.466
0.476
0.486
0.496
0.506
 
(a)
 
Based on 2021 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
 
July
 
2018,
 
we
 
entered
 
into
 
a
$100.0 million Senior
 
Secured Revolving
 
Credit Facility
 
which bears
 
interest at
 
a variable
 
rate. No
 
amounts were
 
outstanding
under that facility during
 
fiscal 2021. 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 29, 2021,
 
the effective maturity of
 
our cash equivalents and
 
investment securities available
 
for sale was 11.2 months,
 
and
the composite credit rating of the holdings are A- / A3 / 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 29, 2021 and May
 
30, 2020, 23.8% and 29.5%, 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.
 
 
 
 
 
33
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
 
(the
“Company”)
 
as
 
of
 
May
 
29,
 
2021
 
and
 
May
 
30,
 
2020,
 
the
 
related
 
consolidated
 
statements of
 
income,
 
comprehensive income,
stockholders’ equity and
 
cash flows for
 
each of the
 
three years in
 
the period ended
 
May 29, 2021,
 
and the related
 
consolidated
notes and schedule listed
 
in the Index at
 
Item 15(1) (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
 
the Company
 
at
May 29, 2021
 
and May 30, 2020,
 
and the results of
 
its operations and
 
its cash flows
 
for each of the
 
three years in
 
the period ended
May 29, 2021, 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
 
Company’s internal control over financial
 
reporting as of May
 
29, 2021, based on
 
the criteria established
in
2013
 
Internal
 
Control
 
 
Integrated
 
Framework
 
issued
 
by
 
the
 
Committee
 
of
 
Sponsoring
 
Organizations
 
of
 
the
 
Treadway
Commission and our report dated July 19, 2021 expressed an unqualified opinion.
 
Basis for Opinion
 
These consolidated financial statements are
 
the responsibility of the Company’s
 
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
 
the Company 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 Matters
 
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 critical audit matters 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
 
 
The Company records
 
liabilities for legal
 
proceedings and claims
 
in those instances
 
where it 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, the
 
Company
records the
 
most likely
 
estimate of
 
the loss,
 
or the
 
low end
 
of the
 
range if
 
there is
 
no one
 
best estimate.
 
The Company
 
either
discloses 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.
 
The Company
 
discloses significant
 
legal proceedings
 
and claims
 
even where
 
liability is
 
not probable
 
or the
amount of the liability is not estimable, or both, if the Company believes there is at least a reasonable possibility that a loss may
be incurred.
 
 
34
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 Company’s 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 the
 
Company’s assessment regarding whether an unfavorable outcome
 
is
reasonably possible
 
or probable
 
and reasonably
 
estimable, evaluating
 
the sufficiency
 
of the
 
Company’s
 
disclosures related
 
to
legal proceedings and claims and evaluating the completeness and accuracy of the Company’s legal contingencies.
 
 
 
/s/ Frost, PLLC
 
 
 
We have served as the Company’s
 
auditor since 2007.
 
Little Rock, Arkansas
July 19, 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
35
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except for par value amounts)
May 29, 2021
May 30, 2020
Assets
Current assets:
Cash and cash equivalents
$
57,352
$
78,130
Investment securities available-for-sale
112,158
154,163
Receivables:
Trade receivables, net
79,066
84,976
Income tax receivable
42,516
9,884
Other
5,057
3,515
Total receivables, net
126,639
98,375
Inventories, net
218,375
187,216
Prepaid expenses and other current assets
5,407
4,367
Total current assets
519,931
522,251
Property, plant & equipment, net
589,417
557,375
Finance lease right-of-use asset, net
525
678
Operating lease right-of-use asset, net
1,724
2,531
Investments in unconsolidated entities
54,941
60,982
Goodwill
35,525
35,525
Intangible assets, net
20,341
22,816
Other long-term assets
6,770
4,536
Total assets
$
1,229,174
$
1,206,694
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable
$
52,784
$
55,904
Accrued wages and benefits
23,812
23,277
Accrued expenses and other liabilities
12,595
13,001
Current portion of finance lease obligation
215
205
Current portion of operating lease obligation
691
796
Total current liabilities
90,097
93,183
Long-term finance lease obligation
438
652
Long-term operating lease obligation
1,034
1,735
Other noncurrent liabilities
10,416
8,681
Deferred income taxes
114,408
92,768
Total liabilities
216,393
197,019
Commitments and contingencies - see
Note 18
Stockholders’ equity:
Common stock ($
0.01
 
par value):
Common stock – authorized
120,000
 
shares, issued
70,261
 
shares
703
703
Class A convertible common stock – authorized and issued
4,800
 
shares
48
48
Paid-in capital
64,044
60,372
Retained earnings
975,977
975,147
Accumulated other comprehensive income (loss), net of tax
(558)
79
Common stock in treasury, at cost –
26,202
 
and
26,287
 
shares in 2021 and 2020,
respectively
(27,433)
(26,674)
Total stockholders’ equity
1,012,781
1,009,675
Total liabilities and stockholders’ equity
$
1,229,174
$
1,206,694
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Income
(in thousands, except per share amounts)
 
Fiscal years ended
May 29, 2021
May 30, 2020
June 1, 2019
52 weeks
52 weeks
52 weeks
Net sales
$
1,348,987
$
1,351,609
$
1,361,188
Cost of sales
1,188,326
1,172,021
1,138,329
Gross profit
160,661
179,588
222,859
Selling, general and administrative
183,943
178,237
177,045
Loss on disposal of fixed assets
2,982
82
33
Operating income (loss)
(26,264)
1,269
45,781
Other income (expense):
Interest expense
(213)
(498)
(644)
Interest income
2,828
4,962
7,978
Patronage dividends
9,004
10,096
10,482
Equity in income of unconsolidated entities
622
534
4,776
Other, net
4,074
3,696
2,432
Total other income
16,315
18,790
25,024
Income (loss) before income taxes
(9,949)
20,059
70,805
Income tax expense (benefit)
(12,009)
1,731
15,743
Net income
2,060
18,328
55,062
Less:
 
Net income (loss) attributable to noncontrolling interest
(63)
833
Net income attributable to Cal-Maine Foods, Inc.
$
2,060
$
18,391
$
54,229
Net income per share attributable to Cal-Maine Foods, Inc.:
Basic
$
0.04
$
0.38
$
1.12
Diluted
$
0.04
$
0.38
$
1.12
Weighted average shares outstanding:
Basic
48,522
48,467
48,467
Diluted
48,656
48,584
48,589
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of
 
Comprehensive Income
 
(in thousands)
 
Fiscal years ended
2021
2020
2019
Net income
$
2,060
$
18,328
$
55,062
Other comprehensive income (loss), before tax:
Unrealized holding gain (loss) available-for-sale securities, net of reclassification
adjustments
(736)
59
1,719
Increase in accumulated post-retirement benefits obligation, net of reclassification
adjustments
(137)
(445)
(349)
Other comprehensive income (loss), before tax
(873)
(386)
1,370
Income tax expense (benefit) related to items of other comprehensive income (loss)
(236)
(110)
322
Other comprehensive income (loss), net of tax
(637)
(276)
1,048
Comprehensive income
1,423
18,052
56,110
Less: comprehensive income (loss) attributable to the noncontrolling interest
(63)
833
Comprehensive income attributable to Cal-Maine Foods, Inc.
$
1,423
$
18,115
$
55,277
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
38
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 2, 2018
70,261
$
703
4,800
$
48
26,430
$
(24,966)
$
53,323
$
924,918
$
(693)
$
2,349
955,682
Stock compensation plan transactions
(64)
(900)
3,534
2,570
Dividends
(24,620)
(24,620)
Net income
54,229
833
55,062
Other comprehensive income, net of tax
1,048
1,048
Balance at June 1, 2019
70,261
703
4,800
48
26,366
(25,866)
56,857
954,527
355
3,182
989,806
Stock compensation plan transactions
(79)
(808)
3,515
2,628
Distributions to noncontrolling interest
partners
(755)
(755)
Acquisition of noncontrolling interest in
Texas Egg Products, LLC
2,229
(2,364)
(135)
Net income
18,391
(63)
18,328
Other comprehensive loss, net of tax
(276)
(276)
Balance at May 30, 2020
70,261
703
4,800
48
26,287
(26,674)
60,372
975,147
79
1,009,675
Impact of ASC 326, see Note 1
422
422
Balance at May 31, 2020
70,261
703
4,800
48
26,287
(26,674)
60,372
975,569
79
1,010,097
Stock compensation plan transactions
(85)
(759)
3,667
2,823
Dividends
(1,652)
(1,652)
Contributions
5
5
Net income
2,060
2,060
Other comprehensive loss, net of tax
(637)
(637)
Balance at May 29, 2021
70,261
$
703
4,800
$
48
26,202
$
(27,433)
$
64,044
$
975,977
$
(558)
$
$
1,012,781
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
39
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
 
Fiscal year ended
May 29, 2021
May 30, 2020
June 1, 2019
Cash flows from operating activities:
Net income
$
2,060
$
18,328
$
55,062
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
59,477
58,103
54,650
Deferred income taxes
22,351
10,281
6,123
Equity in income of affiliates
(622)
(534)
(4,776)
Loss on disposal of property, plant and equipment
2,982
82
33
Impairment loss on fixed assets
196
2,919
Stock compensation expense, net of amounts paid
3,778
3,617
3,619
Unrealized losses on investments
1,810
744
Gains on sales of investments
(22)
(611)
Purchases of equity securities
(334)
(275)
Sales of equity securities
 
55
1,212
Amortization of investments
890
316
962
Other
(427)
(248)
23
Change in operating assets and liabilities, net of effects from acquisitions:
(Increase) decrease in receivables and other assets
(33,487)
(28,300)
16,012
Increase in inventories
(31,159)
(9,704)
(2,285)
(Increase) decrease in accounts payable, accrued expenses and other
liabilities
(1,412)
17,679
(14,338)
Net cash provided by operating activities
26,136
73,609
115,085
Cash flows from investing activities:
Purchases of investments
(88,283)
(107,234)
(176,951)
Sales of investments
129,108
204,277
209,806
Acquisition of businesses, net of cash acquired
(44,650)
(17,889)
Investment in unconsolidated entities
(4,273)
Distributions from unconsolidated entities
6,663
7,114
7,904
Purchases of property, plant and equipment
(95,069)
(124,178)
(67,989)
Net proceeds from disposal of property, plant and equipment
3,390
3,306
1,575
Net cash used in investing activities
(44,191)
(61,365)
(47,817)
Cash flows from financing activities:
Principal payments on long-term debt
(1,500)
(3,754)
Principal payments on finance lease
(205)
(196)
Distributions to noncontrolling interest partners
(755)
Purchase of common stock by treasury
(871)
(910)
(985)
Payments of dividends
(1,652)
(41,713)
Contributions
 
5
Net cash used in financing activities
(2,723)
(3,361)
(46,452)
Increase (decrease) in cash and cash equivalents
(20,778)
8,883
20,816
Cash and cash equivalents at beginning of year
78,130
69,247
48,431
Cash and cash equivalents at end of year
$
57,352
$
78,130
$
69,247
Supplemental information:
Cash paid for operating leases
$
929
$
871
$
Income taxes paid (refunds received)
$
(1,618)
$
(8,443)
$
36,312
Interest paid
$
508
$
498
$
644
 
40
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
 
cage-free,
 
organic,
 
and
 
nutritionally-enhanced
 
eggs.
 
The Company,
 
which
 
is
 
headquartered
in Ridgeland, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States and sells the majority of
its shell eggs in states across the southwestern, southeastern, mid-western and mid-Atlantic regions of the United States.
 
 
Principles of Consolidation
 
The consolidated
 
financial statements
 
include the
 
accounts of
 
all wholly-owned
 
subsidiaries, and
 
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 29, 2021
, May
30, 2020, and June 1, 2019, included
52
 
weeks.
 
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.
 
 
The severity, magnitude and duration, as well as the economic consequences of the COVID-19 pandemic, are uncertain, rapidly
changing
 
and difficult
 
to predict.
 
Therefore, our
 
accounting estimates
 
and assumptions
 
may
 
change over
 
time in
 
response to
COVID-19 and may change materially in future periods.
 
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
 
and May
 
30,
 
2020,
 
checks
 
outstanding
 
in
 
excess
 
of
 
related
 
book
 
cash
 
balances
 
totaled
$
7.5
 
million and $
11.2
 
million, respectively.
 
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.
 
 
 
41
Trade Receivables
 
 
Trade
 
receivables are
 
stated at
 
their carrying
 
values, which
 
include a
 
reserve for
 
credit losses.
 
At May
 
29, 2021
 
and May
 
30,
2020, reserves for credit losses were $
795
 
thousand and $
744
 
thousand, respectively. The Company extends credit to customers
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
 
pooled according
 
to age,
 
with each
 
pool assigned
 
an
expected loss based
 
on historical loss
 
information adjusted as
 
needed for economic
 
and other forward-looking
 
factors. At both
May 29, 2021 and May 30, 2020 one customer accounted for approximately
23.8
% and
29.5
% 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
22
 
weeks. Flock costs are amortized to cost of sales over
 
the productive
lives of the flocks, generally
one
 
to
two years
. 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
15
 
to
25
 
years for
 
buildings and
 
improvements and
3
 
to
12
 
years for
 
machinery and
 
equipment. Repairs
 
and
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
 
is amortized over
the asset’s estimated useful life.
 
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.
 
 
42
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.
 
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
5
 
to
15
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.
 
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
 
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.
 
Advertising Costs
 
The Company expensed
 
advertising costs as
 
incurred of $
11.7
 
million, $
6.0
 
million, and $
7.3
 
million in fiscal
 
2021, 2020, and
2019, respectively.
 
Income Taxes
 
Income taxes are provided 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. Based
 
upon management’s
 
assessment, there
 
are no
 
uncertain tax
 
positions expected
 
to have
 
a material
impact on the Company’s consolidated financial statements.
 
 
43
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,
 
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 benefits
of
 
tax
 
deductions
 
in
 
excess
 
of
 
recognized
 
compensation
 
cost
 
to
 
be
 
reported
 
as
 
a
 
financing
 
cash
 
flow. See
 
for more information.
 
Business Combinations
 
The
 
Company applies
 
fair value
 
accounting guidance
 
to measure
 
non-financial assets
 
and
 
liabilities associated
 
with business
acquisitions. These
 
assets and
 
liabilities are
 
measured at
 
fair value
 
for the
 
initial purchase
 
price allocation
 
and are
 
subject to
recurring
 
revaluations.
 
The
 
fair
 
value
 
of
 
non-financial
 
assets
 
acquired
 
is
 
determined
 
internally. Our
 
internal
 
valuation
methodology for non-financial
 
assets takes into
 
account the remaining
 
estimated life of
 
the assets acquired
 
and what management
believes is the market value for those assets.
 
 
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 $
422
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.
 
Reclassification
 
Certain
 
reclassifications
 
were
 
made
 
to
 
the
 
fiscal
 
2020
 
financial
 
statements
 
to
 
conform
 
to
 
the
 
fiscal
 
2021
 
financial
 
statement
presentation. These reclassifications had no effect on income.
 
Note 2 – Acquisitions
 
Effective on October 20, 2019, the Company acquired certain
 
assets of Mahard Egg Farm ("Mahard"),
 
relating to its commercial
shell
 
egg
 
production,
 
processing,
 
distribution
 
and
 
sales
 
for
 
$
45.5
 
million.
 
The
 
acquired
 
assets
 
include
 
facilities
 
with
 
current
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
44
capacity for
 
approximately
3.9
 
million laying hens
 
and permitted capacity
 
for up
 
to
8.0
 
million laying hens,
 
a feed mill,
 
pullet
raising facilities
 
and related
 
production facilities located
 
in Chillicothe,
 
Texas,
 
and Nebo, Oklahoma,
 
a distribution
 
warehouse
located in
 
Gordonville, Texas
 
and an
 
equity interest
 
in Texas
 
Egg Products,
 
LLC ("TEP").
 
As a
 
result of
 
the acquisition,
 
the
Company
 
acquired
 
a
21.1
%
 
equity
 
interest
 
in
 
TEP
 
which
 
brought
 
our
 
total
 
ownership
 
to
93.2
%.
 
The
 
acquired
 
operations of
Mahard are included in the accompanying financial statements as of October 20, 2019. Acquisition related costs incurred during
the period were immaterial to the financial statements.
 
The following table summarizes the aggregate purchase price allocation for Mahard (in thousands):
 
Inventory
$
5,276
Property, plant and equipment
38,433
Customer list and non-compete agreement
2,000
Liabilities assumed
(194)
Total purchase price
$
45,515
 
Effective
 
March 28, 2020,
 
the Company
 
acquired from
 
Feathercrest Farms,
 
Inc. the
 
remaining
6.8
% interest
 
in our
 
majority-
owned subsidiary TEP for $
135
 
thousand.
 
Note 3 - Investment Securities
 
The following presents the Company’s investment securities as of May 29, 2021 and May 30, 2020 (in thousands):
 
May 29, 2021
Amortized
 
Cost
Unrealized
 
Gains
Unrealized
Losses
Estimated Fair
Value
Municipal bonds
$
16,424
$
56
$
$
16,480
Commercial paper
1,998
1,998
Corporate bonds
80,092
608
80,700
Certificates of deposits
1,077
1
1,076
Asset backed securities
11,914
10
11,904
Total current investment securities
$
111,505
$
664
$
11
$
112,158
Mutual funds
$
2,306
$
1,810
$
$
4,116
Total noncurrent investment securities
$
2,306
$
1,810
$
$
4,116
 
May 30, 2020
Amortized
Cost
Unrealized
 
Gains
Unrealized
 
Losses
Estimated Fair
Value
Municipal bonds
$
16,093
$
86
$
$
16,179
Commercial paper
6,965
17
6,982
Corporate bonds
125,594
1,274
126,868
Certificates of deposits
1,492
1,492
Asset backed securities
2,629
13
2,642
Total current investment securities
$
152,773
$
1,390
$
$
154,163
Mutual funds
$
2,005
$
744
$
$
2,749
Total noncurrent investment securities
$
2,005
$
744
$
$
2,749
 
Available-for-sale
 
Proceeds from
 
the sales
 
and maturities
 
of available-for-sale
 
securities were
 
$
129.1
 
million, $
204.3
 
million, and
 
$
209.7
 
million
during fiscal 2021, 2020, and 2019, respectively. Gross realized gains for
 
fiscal 2021, 2020, and 2019 were $
456
 
thousand, $
278
thousand, and $
9
 
thousand, respectively. Gross realized losses for fiscal
 
2021, 2020, and 2019 were $
19
 
thousand, $
6
 
thousand,
and $
33
 
thousand, respectively. There were
no
 
allowance for credit losses at May 29, 2021 and May 30, 2020.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45
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
 
29,
 
2021
 
are
 
as
 
follows
 
(in
thousands):
 
Estimated Fair Value
Within one year
$
33,899
1-5 years
78,259
Total
$
112,158
 
Noncurrent
 
 
Proceeds from sales
 
and maturities of
 
noncurrent investment securities
 
were $
54
 
thousand, $
1.2
 
million, and $
84
 
thousand during
fiscal 2021,
 
2020 and
 
2019, respectively.
 
Gross realized
 
gains on
 
those sales and
 
maturities during fiscal
 
2020 and
 
2019 were
$
611
 
thousand, and $
48
 
thousand, respectively. There were
no
 
realized losses for fiscal 2021, 2020, and 2019.
 
 
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,
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
 
- Quoted prices in active markets for identical assets or liabilities
 
 
Level 2
 
- Inputs
 
other than
 
quoted prices
 
included in
 
Level 1
 
that are
 
observable for
 
the asset
 
or liability,
 
either
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
 
- Unobservable inputs for
 
the asset or liability
 
supported by little or
 
no market activity and
 
are significant
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:
 
The carrying amount approximates fair value due to the
short maturity of these instruments.
 
 
Lease obligations:
 
The carrying value of the Company’s lease obligations is at its present value which approximates fair value.
 
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 29, 2021 and
 
May 30, 2020 (in thousands):
 
May 29, 2021
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
16,480
$
$
16,480
Commercial paper
1,998
1,998
Corporate bonds
80,700
80,700
Certificates of deposits
1,076
1,076
Asset backed securities
11,904
11,904
Mutual funds
4,116
4,116
Total assets measured at fair value
$
4,116
$
112,158
$
$
116,274
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
46
May 30, 2020
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
16,179
$
$
16,179
Commercial paper
6,982
6,982
Corporate bonds
126,868
126,868
Certificates of deposits
1,492
1,492
Asset backed securities
2,642
2,642
Mutual funds
2,749
2,749
Total assets measured at fair value
$
2,749
$
154,163
$
$
156,912
 
Our 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.
 
Note 5 - Inventories
 
Inventories consisted of the following (in thousands):
 
May 29, 2021
May 30, 2020
Flocks, net of amortization
$
123,860
$
110,198
Eggs and egg products
21,084
18,487
Feed and supplies
73,431
58,531
$
218,375
$
187,216
 
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
 
29, 2021,
consisted of approximately
10.8
 
million pullets and breeders and
37.8
 
million layers.
 
The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands):
 
May 29, 2021
May 30, 2020
June 1, 2019
Amortization
$
133,448
$
133,379
$
119,658
Mortality
6,769
5,823
5,161
Total flock costs charged to cost of sales
$
140,217
$
139,202
$
124,819
 
Note 6 - Property, Plant and Equipment
 
Property, plant and equipment consisted of the following (in thousands):
 
May 29, 2021
May 30, 2020
Land and improvements
$
101,174
$
91,865
Buildings and improvements
454,332
393,195
Machinery and equipment
584,778
531,545
Construction-in-progress
72,879
126,061
1,213,163
1,142,666
Less: accumulated depreciation
623,746
585,291
$
589,417
$
557,375
 
Depreciation expense was $
56.5
 
million, $
54.5
 
million and $
51.7
 
million in the fiscal years ended May 29, 2021, May 30, 2020,
and June 1, 2019, 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 “Loss on disposal
 
of fixed
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
47
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 29, 2021,
 
May 30, 2020,
 
and June 1,
 
2019 did
 
not have
 
a material effect
 
on the
 
Company's
consolidated financial statements.
 
Included in cost
 
of sales for
 
fiscal 2021 and
 
2020 is a
 
non-cash impairment
 
loss on fixed
 
assets of $
196
 
thousand and
 
$
2.9
 
million,
respectively,
 
related to
 
decommissioning some
 
older, less
 
efficient production
 
facilities as
 
the Company
 
continues to
 
invest in
new facilities to meet the increasing demand for specialty eggs and to reduce production costs.
 
Note 7 - Investment in Unconsolidated Entities
 
At May 29, 2021,
 
the Company had several
 
investments in unconsolidated entities
 
that are accounted for
 
using the equity method
of accounting. Red River Valley
 
Egg Farm, LLC ("Red River") operates a cage-free shell egg production complex near Bogota,
Texas. Specialty Eggs,
 
LLC ("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, LLC
 
("Southwest Specialty Eggs")
owns the
 
Egg-Land's Best
 
franchise for
 
Arizona, southern
 
California and
 
Clark County,
 
Nevada (including
 
Las Vegas).
 
As of
May 29,
 
2021, the
 
Company owned
50
% in
 
Red River, Specialty
 
Eggs, and
 
Southwest Specialty
 
Eggs. Equity
 
method investments
are
 
included
 
in
 
“Investments
 
in
 
unconsolidated
 
entities”
 
in
 
the
 
accompanying
 
Consolidated
 
Balance
 
Sheets
 
and
 
totaled
$
49.9
 
million and $
54.7
 
million at May 29, 2021 and May 30, 2020, respectively.
 
 
Equity
 
in
 
income
 
of
 
unconsolidated
 
entities
 
of
 
$
622
 
thousand,
 
$
534
 
thousand,
 
and
 
$
4.8
 
million
 
from
 
these
 
entities
 
has
 
been
included in the Consolidated Statements of Income for fiscal 2021, 2020, and 2019, respectively.
 
The condensed
 
consolidated financial
 
information for
 
the Company's
 
unconsolidated joint
 
ventures was
 
as follows
 
(in thousands):
 
For the fiscal year ended
May 29, 2021
May 30, 2020
June 1, 2019
Net sales
$
119,853
$
188,922
$
112,396
Net income
1,596
1,064
9,490
Total assets
106,592
113,513
128,470
Total liabilities
5,850
4,655
7,600
Total equity
100,742
108,858
120,870
 
The
 
Company
 
is
 
a
 
member
 
of
 
Eggland’s
 
Best,
 
Inc.
 
(“EB”),
 
which
 
is
 
a
 
cooperative. At
 
May
 
29,
 
2021
 
and
 
May
 
30,
 
2020,
“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. The carrying
 
value
of this investment at May 29, 2021 and May 30, 2020 was $
768
 
thousand and $
2.0
 
million, respectively.
 
The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands):
 
 
For the fiscal year ended
May 29, 2021
May 30, 2020
June 1, 2019
Sales to unconsolidated entities
$
56,765
$
54,559
$
58,093
Purchases from unconsolidated entities
76,059
71,475
81,685
Distributions from unconsolidated entities
6,663
7,114
7,904
 
May 29, 2021
May 30, 2020
Accounts receivable from unconsolidated entities
2,404
$
4,935
Accounts payable to unconsolidated entities
4,161
5,706
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
48
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 June 1, 2019
$
35,525
$
19,955
$
2,504
$
297
$
$
720
$
286
$
59,287
Additions
1,000
1,000
2,000
Amortization
(1,628)
(1,150)
(118)
(50)
(2,946)
Balance May 30, 2020
35,525
18,327
2,354
1,179
720
236
58,341
Additions
39
39
Amortization
(1,628)
(666)
(160)
(10)
(50)
(2,514)
Balance May 29, 2021
$
35,525
$
16,699
$
1,688
$
1,019
$
29
$
720
$
186
$
55,866
 
For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands):
 
May 29, 2021
May 30, 2020
Gross carrying
Accumulated
Gross carrying
Accumulated
amount
amortization
amount
amortization
Other intangible assets:
Franchise rights
$
29,284
$
(12,585)
$
29,284
$
(10,957)
Customer relationships
9,644
(7,956)
20,544
(18,190)
Non-compete agreements
1,450
(431)
1,450
(271)
Right of use intangible
229
(200)
191
(191)
Water rights *
720
720
Trademark
400
(214)
400
(164)
Total
$
41,727
$
(21,386)
$
52,589
$
(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
 
2021, 2020,
and 2019 totaled $
2.5
 
million, $
2.9
 
million, and $
2.8
 
million, respectively.
 
 
The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands):
 
For fiscal year
Estimated amortization expense
2022
$
2,220
2023
2,206
2024
2,170
2025
2,040
2026
2,015
Thereafter
8,970
Total
$
19,621
 
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
 
$
225,000
 
per
 
occurrence. The
 
Company's
 
expenses
 
including
 
accruals
 
for
incurred but not reported claims were approximately $
21.7
 
million, $
17.8
. million, and $
18.1
 
million in fiscal years 2021, 2020,
and 2019, respectively.
 
The liability recorded for
 
incurred but not reported
 
claims was $
2.4
 
million and $
1.7
 
million as of May
29, 2021 and May 30, 2020, respectively.
 
The Company has
 
a KSOP plan
 
that covers substantially
 
all employees (the
 
“Plan”). The Company makes
 
contributions to the
Plan at a rate of
3
% of participants' eligible compensation,
 
plus an additional amount determined
 
at the discretion of the
 
Board of
 
 
49
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
 
$
3.8
 
million in fiscal years 2021 and
 
2020, and $
3.7
 
million in fiscal year 2019.
 
The Company did
no
t make direct contributions of
 
the Company’s common stock in fiscal years 2021,
 
2020, or 2019. 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
65
 
or over as specified in the agreements. Amounts accrued for the agreements are based
upon deferred
 
compensation earned
 
over the
 
estimated remaining
 
service period
 
of
 
each officer.
 
Payments made
 
under
 
these
agreements
 
were
 
$
170
 
thousand, $
150
 
thousand,
 
and
 
$
129
 
thousand in
 
fiscal
 
years
 
2021,
 
2020,
 
and
 
2019,
 
respectively. The
liability recorded related to these agreements was $
1.4
 
million at May 29, 2021 and May 30, 2020.
 
In December 2006, the Company adopted an additional deferred compensation plan to provide deferred compensation to named
officers of
 
the Company.
 
The awards
 
issued under
 
this plan
 
were $
279
 
thousand, $
266
 
thousand, and
 
$
267
 
thousand in
 
fiscal
2021, 2020, and 2019, respectively. Payments made under the plan were $
55
 
thousand and $
1.2
 
million in fiscal 2021 and 2020,
respectively. The
 
liability
 
recorded
 
for
 
this
 
plan
 
was
 
$
4.1
 
million
 
and
 
$
2.7
 
million
 
at
 
May
 
29,
 
2021
 
and
 
May
 
30,
 
2020,
respectively.
 
Deferred compensation expense for both plans totaled $
1.6
 
million, $
621
 
thousand and $
377
 
thousand in fiscal 2021, 2020, and
2019, 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
 
and
 
their
spouses, who retired prior to
 
May 1, 2012, must participate in
 
Medicare Plans A and B. Officers, and
 
their spouses, who retire
 
on
or after May 1, 2012 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
 
$
3.4
 
million at May 29, 2021
and May 30, 2020. The remaining disclosures associated with ASC 715 are immaterial to the Company’s financial statements.
 
Note 10 - Credit Facility
 
For fiscal years 2021, 2020 and 2019, interest was $
213
 
thousand, $
498
 
thousand, and $
644
 
thousand, respectively.
 
 
On July 10, 2018,
 
we entered into
 
a $
100.0
 
million Senior Secured
 
Revolving Credit Facility (the
 
“Revolving Credit Facility”)
with
 
a
five
-year
 
term.
 
The
 
credit
 
agreement
 
for
 
the
 
Revolving
 
Credit
 
Facility
 
includes
 
an
 
accordion
 
feature
 
permitting
 
the
Company,
 
with
 
the
 
consent
 
of
 
the
 
administrative
 
agent,
 
to
 
increase
 
the
 
revolving
 
commitments
 
in
 
the
 
aggregate
 
up
 
to
$
125.0
 
million.
No
 
amounts were
 
borrowed
 
under
 
the
 
facility
 
as
 
of
 
May
 
29,
 
2021
 
or
 
during
 
fiscal
 
2021.
 
The
 
Company
 
had
$
4.1
 
million of outstanding standby letters of credit issued under the Revolving Credit Facility at May 29, 2021.
 
The interest rate is based, at the Company’s
 
election, on 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 or
 
twelve months (as
 
selected by
 
the Company) are
 
quoted. The
“Base Rate” means
 
a fluctuating rate
 
per annum equal
 
to the highest
 
of (a) the
 
federal funds rate
 
plus
0.5
% per annum,
 
(b) the
prime rate of interest established
 
by the administrative agent, and
 
(c) the Eurodollar Rate for
 
an interest period of one
 
month plus
1.00
% per annum, subject to certain interest rate floors. The “Applicable Margin” means
0
% to
0.75
% per annum for Base Rate
Loans and
1.00
% to
1.75
% per annum for Eurodollar Rate Loans, in each case depending upon the average outstanding balance
at the quarterly pricing date. The Company will pay a commitment fee of
0.2
% on the unused portion of the facility.
 
The Revolving Credit Facility is guaranteed by all the current and future wholly-owned direct and
 
indirect domestic subsidiaries
of
 
the
 
Company
 
and
 
is
 
secured
 
by
 
a
 
first-priority
 
perfected
 
security
 
interest
 
in
 
substantially
 
all
 
of
 
the
 
Company’s
 
and
 
the
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
50
guarantors’ accounts,
 
payment intangibles,
 
instruments (including
 
promissory notes),
 
chattel paper,
 
inventory (including
 
farm
products) and deposit accounts maintained with the administrative agent.
 
The credit agreement for the Revolving Credit Facility contains customary covenants, including
 
restrictions on the incurrence of
liens, and additional
 
debt, sales of
 
assets and
 
other fundamental
 
corporate changes and
 
investments. The
 
credit agreement
 
requires
maintenance of
two
 
financial covenants (i)
 
a minimum
 
working capital ratio
 
of
2.00
 
to 1.00 and
 
(ii) an
 
annual limit on
 
capital
expenditures of $
150.0
 
million. Additionally, the credit
 
agreement requires that Fred R. Adams Jr.,
 
his 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 100% of the voting control of
such entity is held by
 
any of the foregoing, shall maintain
 
at least
50
% 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,
 
dividends
 
are
 
restricted
 
to
 
the
Company’s
 
current
 
dividend
 
policy
 
of
 
one-third
 
of
 
the
 
Company’s
 
net
 
income
 
computed
 
in
 
accordance
 
with
 
GAAP.
 
The
Company is allowed to
 
repurchase up to $
75.0
 
million of its capital
 
stock in any year provided
 
there is no default
 
under the credit
agreement and the Company has availability of at least $
20.0
 
million under the facility.
 
The credit agreement
 
for the Revolving
 
Credit Facility includes
 
customary events of
 
default and customary
 
remedies upon the
occurrence of an event of default, including acceleration of the amounts due and foreclosure of the collateral.
 
At May 29, 2021, we were in compliance with the covenant requirements of the Revolving 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
60
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
65
th day after the
 
quarter end. Dividends are
 
payable on the
15
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. At
 
the end
 
of fiscal
 
2021, the
 
amount of
 
cumulative losses
 
to be
 
recovered before
 
payment of
 
a
dividend was $
4.2
 
million.
 
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 29, 2021
May 30, 2020
May 29, 2021
May 30, 2020
Net income (loss) attributable to Cal-Maine Foods, Inc.
$
(4,244)
$
60,463
$
2,060
$
18,391
Cumulative losses to be recovered prior to payment of
divided at beginning of period
(61,833)
(1,370)
(19,761)
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)
44,058
Class A common stock outstanding (shares)
4,800
Total common stock outstanding (shares)
48,858
Dividends per common share*
$
$
$
0.034
$
 
*Dividends per
 
common share
 
=
1/3
 
of Net
 
income (loss)
 
attributable to
 
Cal-Maine Foods,
 
Inc. available
 
for dividend ÷
 
Total
common stock outstanding (shares).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51
Note 12 - Equity
 
The Company has
two
 
classes of capital stock:
 
Common Stock and Class
 
A Common Stock. Except
 
as otherwise required by
 
law
or the Company's
 
certificate of
 
incorporation, 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
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. 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
one
 
share of Common
 
Stock at any
 
time.
The
 
Company’s
 
Second
 
Restated
 
Certificate
 
of
 
Incorporation
 
(“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
ten
 
votes per share,
 
without such shares
 
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
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.
 
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 29, 2021
May 30, 2020
June 1, 2019
Numerator
Net income
$
2,060
$
18,328
$
55,062
Less: Net income (loss) attributable to noncontrolling interest
(63)
833
Net income attributable to Cal-Maine Foods, Inc.
$
2,060
$
18,391
$
54,229
Denominator
Weighted-average common shares outstanding, basic
48,522
48,467
48,467
Effect of dilutive securities of restricted shares
134
117
122
Weighted-average common shares outstanding, diluted
48,656
48,584
48,589
Net income per common share attributable to Cal-Maine Foods, Inc.
Basic
$
0.04
$
0.38
$
1.12
Diluted
$
0.04
$
0.38
$
1.12
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
52
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
 
$
52.7
 
million, $
52.2
 
million, and $
53.6
 
million in fiscal
 
years 2021, 2020,
 
and
2019, 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 29, 2021
May 30, 2020
May 29, 2021
May 30, 2020
Conventional shell egg sales
$
205,987
$
311,380
$
766,284
$
830,278
Specialty shell egg sales
131,243
133,347
539,780
485,465
Egg products
10,997
7,204
36,733
31,414
Other
1,571
1,402
6,190
4,452
$
349,798
$
453,333
$
1,348,987
$
1,351,609
 
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 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
53
Concentration of Credit Risks
 
Our largest customer, Walmart
 
Inc. (including Sam's Club) accounted for
29.8
%,
32.1
% and
33.7
% of net sales dollars for fiscal
2021, 2020, and 2019, respectively. H-E-B, LP accounted for
10.1
% of net sales dollars for fiscal 2020.
 
 
Note 15 - Leases
 
Expenses related to operating leases, amortization of finance lease ROU assets and finance lease interest are included in Cost of
sales, Selling general and administrative expense, and Interest expense in the Consolidated Statements of Income.
 
 
The Company’s lease cost consists of the following (in thousands):
 
13 Weeks Ended
 
May 29, 2021
52 Weeks Ended
 
May 30, 2020
Operating Lease cost
$
226
$
929
Finance Lease cost
Amortization of right-of-use asset
$
43
$
168
Interest on lease obligations
$
7
$
34
Short term lease cost
$
1,057
$
3,771
 
Future minimum lease payments under non-cancelable leases are as follows (in thousands):
 
As of May 29, 2021
Operating Leases
Finance Leases
2022
$
802
$
239
2023
539
239
2024
380
219
2025
130
2026
26
Thereafter
5
Total
1,882
697
Less imputed interest
(157)
(44)
Total
$
1,725
$
653
 
The weighted-average
 
remaining lease
 
term and
 
discount rate
 
for lease
 
liabilities included
 
in our
 
Condensed Consolidated
 
Balance
Sheet are as follows:
 
As of May 29, 2021
Operating Leases
Finance Leases
Weighted-average remaining lease term (years)
2.8
2.5
Weighted-average discount rate
5.9
%
4.9
%
 
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
2,000,000
 
of which
1,126,188
 
shares remain
 
available for
 
issuance, and
 
may be
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 one
 
to 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
54
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.
 
Total
 
stock-based
 
compensation
 
expense
 
was
 
$
3.8
 
million,
 
$
3.6
 
million,
 
and
 
$
3.6
 
million
 
in
 
fiscal
 
2021,
 
2020,
 
and
 
2019,
respectively.
 
Our unrecognized compensation expense as a result of non-vested shares
 
was $
6.6
 
million and at May 29, 2021 and $
6.3
 
million
May 30, 2020. The
 
unrecognized compensation expense
 
will be amortized
 
to stock compensation
 
expense over a
 
period of
2.1
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, June 1, 2019
248,412
$
42.20
Granted
104,566
38.25
Vested
(77,801)
43.00
Forfeited
(2,131)
43.20
Outstanding, May 30, 2020
273,046
$
41.36
Granted
112,860
37.82
Vested
(79,328)
43.96
Forfeited
(4,431)
40.12
Outstanding, May 29, 2021
302,147
$
39.37
 
Note 17 - Income Taxes
 
Income tax expense (benefit) consisted of the following:
 
 
Fiscal year ended
May 29, 2021
May 30, 2020
June 1, 2019
Current:
Federal
$
(35,090)
$
(6,750)
$
8,160
State
730
(1,800)
1,460
(34,360)
(8,550)
9,620
Deferred:
Federal
21,658
8,872
4,843
State
693
1,409
1,280
22,351
10,281
6,123
$
(12,009)
$
1,731
$
15,743
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55
Significant components of the Company’s deferred tax liabilities and assets were as follows:
 
May 29, 2021
May 30, 2020
Deferred tax liabilities:
Property, plant and equipment
$
82,508
$
60,645
Inventories
31,501
28,075
Investment in affiliates
7,670
8,099
Other comprehensive income
214
Other
5,648
5,002
Total deferred tax liabilities
127,327
102,035
Deferred tax assets:
Accrued expenses
3,728
3,376
State operating loss carryforwards
3,416
792
Other comprehensive income
497
Other
5,278
5,099
Total deferred tax assets
12,919
9,267
Net deferred tax liabilities
$
114,408
$
92,768
 
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 29, 2021
May 30, 2020
June 1, 2019
Statutory federal income tax
$
(2,087)
$
4,226
$
14,694
State income taxes, net
1,124
(309)
2,164
Domestic manufacturers deduction
3,566
684
Enacted net operating loss carryback provision
(16,014)
(3,041)
Tax exempt interest income
(50)
(111)
(197)
Other, net
1,452
282
(918)
$
(12,009)
$
1,731
$
15,743
 
On March 27, 2020, the Coronavirus Aid, Relief,
 
and Economic Security Act (the “CARES Act”)
 
was enacted. The CARES Act
contains several income
 
tax provisions, as
 
well as other
 
measures, that are
 
intended to assist
 
businesses impacted by
 
the economic
effects of the COVID-19 pandemic. The most significant provision of the CARES Act that materially affects our accounting for
income taxes includes a five-year
 
carryback allowance for taxable
 
net operating losses generated
 
in tax years 2018 through
 
2020,
our fiscal years 2019 through 2021.
 
Our financial statements for the fiscal year ended May 29, 2021 were materially affected by the changes enacted by the CARES
Act. As a result of the
 
applicable accounting guidance and the provisions enacted by the
 
CARES Act, our income tax provision
for fiscal
 
2021 reflects
 
the carryback
 
of taxable
 
net operating
 
losses generated
 
during periods
 
in which
 
the statutory
 
federal income
tax rate was 21% to periods in which the statutory federal income tax rate was 35%.
 
Due to the difference in statutory rates, we
recorded a
 
$
16.0
 
million discrete
 
income tax
 
benefit related
 
to the
 
carryback provisions
 
during the
 
fiscal year
 
ended May
 
29,
2021. Because
 
the net
 
operating losses
 
were carried
 
back to
 
years in
 
which we
 
initially reduced
 
our taxable
 
income using
 
the
Domestic Production
 
Activities Deduction,
 
we recorded
 
a partially
 
offsetting $
3.6
 
million discrete
 
income tax
 
expense during
fiscal 2021 to account for the reduced taxable income.
 
Federal and state
 
income taxes of
 
$
995
 
thousand, $
32
 
thousand, and $
37.4
 
million were paid
 
in fiscal years
 
2021, 2020, and
 
2019,
respectively.
 
Federal and state income
 
taxes of $
2.6
 
million, $
8.4
 
million, and $
418
 
thousand were refunded in
 
fiscal years 2021,
2020, and 2019, respectively.
 
The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits
 
of the position. The Company measures
the tax
 
benefits recognized
 
based on
 
the largest
 
benefit that
 
has a
 
greater than
 
50% likelihood
 
of being
 
realized upon
 
ultimate
resolution.
 
 
 
 
 
 
56
As of May 29, 2021, we are under audit by the Internal Revenue Service (IRS) for the fiscal years 2013 through 2015. Although
we are subject to income tax
 
in many jurisdictions within the
 
U.S., we were not under audit
 
by any state and local tax
 
authorities.
As
 
of May
 
29, 2021,
 
the IRS
 
has proposed
 
adjustments related
 
to
 
the
 
Company’s
 
research
 
and development
 
credits claimed
during
 
the
 
years
 
under
 
audit.
 
Management
 
is
 
continuing
 
to
 
evaluate
 
those
 
proposed
 
adjustments
 
and
 
does
 
not
 
anticipate
 
the
adjustments
 
would
 
result
 
in
 
a
 
material
 
change
 
to
 
its
 
consolidated
 
financial
 
statements.
 
However,
 
the
 
Company
 
believes
 
it
 
is
reasonably possible that an additional decrease
 
of up to $
1.4
 
million in previously recognized tax benefits
 
related to research and
development credits may be necessary within the coming year.
 
Tax periods for all years beginning
 
with fiscal year 2013 remain
open to examination by federal and state taxing jurisdictions to which we are subject.
 
Note 18 - Commitments and Contingencies
 
Financial Instruments
 
The Company maintained standby letters of credit
 
("LOC") totaling $
4.1
 
million at May 29, 2021, which
 
were issued under the
Company's Revolving
 
Credit Facility.
 
The outstanding
 
LOCs are
 
for the
 
benefit of
 
certain insurance
 
companies. None
 
of the
LOCs are recorded as a liability on the Consolidated Balance Sheets.
 
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
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 $
100,000
 
in damages. On August 13,
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.
 
The
 
Texas
 
Court
 
of
Appeals has not ruled on these submissions. 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
 
$
10,000
 
per
 
violation,
 
or
 
$
250,000
 
for
 
each
 
violation
impacting anyone
 
over 65
 
years
 
old. On
 
December 1,
 
2020,
 
the Company
 
and certain
 
other defendants
 
filed
 
their motion
 
to
dismiss
 
the
 
plaintiffs’
 
first
 
amended class
 
action
 
complaint. The
 
court
 
has
 
not
 
ruled on
 
this
 
motion
 
to
 
dismiss. Management
believes the risk of material loss related to this matter 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
 
 
 
57
Egg Products Plaintiffs
 
seek to
 
enjoin the Company
 
and other defendants
 
from engaging in
 
antitrust violations and
 
seek treble
money damages.
 
The parties
 
filed a
 
joint status
 
report on
 
May 18,
 
2020, but
 
no schedule
 
has yet
 
been entered
 
by the
 
court. It
appears that the case will not be tried until later in 2021 or 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,
 
but the
 
court has
 
not yet
entered a judgment on the filing.
 
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: the matter is in the early stages of preparing for trial following
 
remand;
any 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 Watershed 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
100
% 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
6,900,000
 
shares of Common Stock
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 $
1.1
 
million. Pursuant to the Agreement, the Selling
 
Stockholders
reimbursed the Company $
551
 
thousand.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
58
Note 20 – Subsequent Events
 
Effective on
 
May 30, 2021,
 
the Company paid
 
$
48.5
 
million to acquire
 
the remaining
50
% membership interest
 
in Red
 
River,
including certain
 
liabilities. As
 
a result
 
of the
 
acquisition, the
 
entity became
 
a wholly
 
owned subsidiary
 
of the
 
Company.
 
Red
River owns and
 
operates a specialty
 
shell egg production
 
complex with approximately
1.7
 
million cage-free laying hens,
 
cage-
free pullet capacity, feed mill, processing plant, related offices and outbuildings and
 
related equipment located on approximately
400
 
acres near Bogata, Texas.
 
 
SCHEDULE II - VALUATION
 
AND QUALIFYING ACCOUNTS
Fiscal Years
 
ended May 29, 2021, May 30, 2020, and June 1, 2019
 
(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 29, 2021
Allowance for doubtful accounts
$
743
$
135
$
83
$
795
Year ended May 30, 2020
Allowance for doubtful accounts
$
206
$
550
$
13
$
743
Year ended June 1, 2019
Allowance for doubtful accounts
$
268
$
42
$
104
$
206
 
 
 
 
59
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 29,
 
2021 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
 
29,
 
2021. 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 29, 2021
 
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
 
 
 
 
 
 
 
 
 
60
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’ (the “Company”) internal control over
 
financial reporting as
of May
 
29, 2021,
 
based on
 
criteria established
 
in
2013 Internal
 
Control
 
– Integrated
 
Framework
 
issued by
 
the Committee
 
of
Sponsoring Organizations
 
of the
 
Treadway Commission
 
(“COSO”).
 
In our
 
opinion, the
 
Company maintained,
 
in all
 
material
respects, effective internal
 
control over
 
financial reporting
 
as May
 
29, 2021, based
 
on criteria
 
established in
2013 Internal
 
Control
– Integrated Framework
 
issued by the COSO.
 
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 the Company and our report dated July 19, 2021 expressed an unqualified opinion.
 
Basis for Opinion
 
The Company’s management is responsible
 
for maintaining effective internal
 
control over financial reporting
 
and for its
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 entity’s
 
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 the Company
 
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 entity’s 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 entity’s
 
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 entity; (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
 
entity
 
are
 
being
 
made
 
only
 
in
accordance
 
with
 
authorizations
 
of
 
management
 
and
 
directors
 
of
 
the
 
entity;
 
and
 
(3)
 
provide
 
reasonable
 
assurance
 
regarding
prevention or
 
timely detection
 
of unauthorized
 
acquisition, use,
 
or disposition
 
of the
 
entity’s
 
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.
 
 
/s/ Frost, PLLC
 
 
 
Little Rock, Arkansas
 
July 19, 2021
 
 
 
 
 
 
 
 
 
61
(c)
 
Changes in
Internal Control Over Financial Reporting
 
 
In
 
connection
 
with
 
its
 
evaluation
 
of
 
the
 
effectiveness,
 
as
 
of
 
May
 
29,
 
2021,
 
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 29,
 
2021, that
 
has materially
 
affected, or
 
is reasonably
 
likely to
 
materially affect,
 
our internal
 
control over
financial reporting.
 
 
ITEM 9B.
 
OTHER INFORMATION
 
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 2021 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
 
2021
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 2021 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 2021 Annual Meeting of Shareholders.
 
 
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 2021 Annual Meeting of Shareholders.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
62
PART
 
IV.
 
ITEM 15. EXHIBITS, 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:
 
 
20
May 29, 2021,
 
May 30,
 
2020, and
(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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
63
(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*
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 58. 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64
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, 2021
 
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, 2021
Adolphus B. Baker
 
Chairman of the Board
 
 
(Principal Executive Officer)
 
 
 
 
/s/
 
Max P.
 
Bowman
 
Vice President, Chief Financial
 
July 19, 2021
Max P.
 
Bowman
 
Officer and Director
 
 
(Principal Financial Officer)
 
 
 
 
/s/
 
Michael D. Castleberry
 
Vice President, Controller
 
July 19, 2021
Michael D. Castleberry
 
(Principal Accounting Officer)
 
 
 
 
/s/
 
Sherman L. Miller
 
President, Chief Operating
 
July 19, 2021
Sherman L. Miller
 
Officer and Director
 
 
 
 
/s/
 
Letitia C. Hughes
 
Director
 
July 19, 2021
Letitia C. Hughes
 
 
 
 
 
 
/s/
 
James E. Poole
 
Director
 
July 19, 2021
James E. Poole
 
 
 
 
 
 
/s/
 
Steve W. Sanders
 
Director
 
July 19, 2021
Steve W. Sanders
 
 
 
 
/s/
 
Camille S. Young
 
Director
July 19, 2021
Camille S. Young