8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):

September 28, 2021

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.) 

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

MS

39157

(Address of principal executive offices (zip code))

601

-

948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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.

☐

Item 2.02. Results of Operations

On September 28, 2021, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing its financial results for the

first quarter of fiscal 2022. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K,

including Exhibit 99.1 hereto, which are furnished herewith pursuant to and relate to this Item 2.02, shall not be deemed "filed"

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject

to the liabilities of Section 18 of the Exchange Act. The information in this Item 2.02 of this Current Report on Form 8-K and

Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC

pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the

rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such

filing or document.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on September 28, 2021

104

Cover Page Interactive Data File, (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC.

Date:

September 28, 2021

By: 

/s/ Max P. Bowman

Max P. Bowman 

Director, Vice President, and Chief Financial Officer

EX-99.1

 

Exhibit 99.1

	Contacts:	Dolph Baker, Chairman and CEO
		Max P. Bowman, Vice President and CFO
		(601) 948-6813

CAL-MAINE FOODS REPORTS FIRST QUARTER FISCAL 2022 RESULTS

RIDGELAND, Miss. (September 28, 2021) - Cal-Maine Foods, Inc. (NASDAQ: CALM) today reported results for the first quarter of fiscal 2022 (thirteen weeks) ended August 28, 2021.

Net sales in the first quarter of fiscal 2022 increased to $331.7 million compared to $292.8 million in the first quarter of fiscal 2021. The Company reported a net loss of $18.0 million, or $0.37 per basic and diluted common share, for the first quarter of fiscal 2022, compared to a net loss of
$19.4 million, or $0.40 per basic and diluted common share, for the first quarter of fiscal 2021.

Dolph Baker, chairman and chief executive officer of Cal-Maine Foods, Inc., stated, “Our results for the first quarter of fiscal 2022 reflect challenging market conditions. While we reported a
13.3 percent increase in sales compared to the prior-year period, our results were affected by lower conventional egg sale volumes that partially offset a higher average conventional egg selling price. Our shell egg average selling price increased to $1.24 per dozen in the first quarter from $1.08 per dozen in the prior-year period. Our first quarter gross margins reflect higher production costs primarily related to a significant increase in feed costs compared to the prior-year period.

“Retail demand for shell eggs has declined from the high levels we saw during the most restrictive shutdown phases of the pandemic. In the first quarter 2022, total dozens sold decreased 1.7 percent versus the prior-year period to 259.4 million. As restaurants started to return to normalized schedules and consumers began to resume out-of-home dining, food service demand showed improvement, resulting in a more balanced demand for shell eggs.

“Hen numbers reported by the USDA as of September 1, 2021, were 319.5 million, which is approximately the same as the prior year. The USDA also reported that the hatch from April 2021 through August 2021 increased 2.1 percent compared to the prior-year period. As of September 1, 2021, eggs in incubators were down 4.9 percent from last year.

"For the first quarter of fiscal 2022, specialty egg sales totaled $138.7 million, accounting for
43.0 percent of total shell egg revenue, compared with $129.2 million, or 45.2 percent, for the prior-year quarter. Specialty egg dozens sold were 28.9 percent of total dozens sold in the first quarter fiscal 2022, compared with 26.0 percent in the first quarter of fiscal 2021. Higher specialty egg revenue reflects an
8.9 percent increase in specialty dozens sold in the first quarter of fiscal 2022 compared to the prior-year period.

"An important competitive advantage for Cal-Maine Foods is our ability to meet our customers’ evolving needs with a favorable product mix of conventional, cage-free, organic and other specialty eggs and egg products. We have enhanced our efforts to provide free-range and pasture-raised eggs that meet consumers’ evolving choice preferences. While a small part of our current business, the free-range and pasture-raised eggs we produce and sell represent attractive offerings to a subset of consumers, and therefore our customers, and help us continue to serve as the trusted provider of quality food choices.

“Additionally, as customer demand has evolved in line with state requirements for cage-free eggs, we continue to expand our production capacity in anticipation of future customer purchase decisions. As previously announced, at the beginning of the first quarter, we completed the purchase of the remaining 50 percent membership interest in Red River Valley Egg Farm, LLC, adding an additional 1.7 million cage-free laying hens and pullet capacity. Since 2008, we have invested more than $482 million in facilities, equipment, and related operations to expand our cage-free production and distribution capabilities. Importantly, we have maintained a strong financial position with the flexibility to continue to make the necessary investments in our operations in line with expected demand.

“For the first quarter of fiscal 2022, we reported an operating loss of $39.7 million compared with an operating loss of $27.2 million for the same period in the prior fiscal year. Farm production costs per dozen produced for the first quarter of fiscal 2022 were up 25.4 percent compared to the first quarter of fiscal 2021, an increase primarily tied to higher feed costs, which were up 40.5 percent compared with

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CALM Reports First Quarter Fiscal 2022 Results

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September 28, 2021

the prior-year period. For the first quarter of fiscal 2022, the average Chicago Board of Trade (“CBOT”) daily market price was $5.96 per bushel for corn and $364 per ton for soybean meal, representing an increase of 81.8 percent and 26.1 percent, respectively, compared to the average daily CBOT prices for the first quarter of fiscal 2021. Corn and soybean supplies remained tight relative to demand, primarily related to higher export demand, as well as weather-related shortfalls in production and yields. We expect market prices to remain elevated and volatile relative to historical prices at least for the short term given the ongoing disruptions related to the COVID-19 global pandemic, weather fluctuations and geopolitical issues.

“While we continue to face a challenging environment, our operations are running well, and we look forward to the opportunities ahead for Cal-Maine Foods in fiscal 2022. We are confident in our growth strategy to provide a favorable product mix, expand our specialty egg production, increase our capacity for cage-free production and manage our operations in an efficient and sustainable manner. We believe we are well-positioned with sufficient capital to fund internal expansion projects and consider potential acquisitions to support our growth. Above all, we will strive to meet the demands of our valued customers and deliver greater value to our shareholders,” added Baker.

Pursuant to Cal-Maine Foods’ variable dividend policy, for each quarter in which the Company reports net income, the Company pays a cash dividend to shareholders in an amount equal to one-third of such quarterly income. Following a quarter for which the Company does not report net income, the Company will not pay a dividend with respect to that quarter or 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. Therefore, the Company will not pay a dividend with respect to the first quarter of fiscal 2022. As of August 28, 2021, the total cumulative loss to be recovered before payment of a dividend was $22.3 million.

Select operating statistics for the first quarter of fiscal 2022 compared with the prior year period are shown below:

	13 Weeks Ended
	August 28, 2021			August 29, 2020
Dozen Eggs Sold (000)		259,385			263,994
Dozen Eggs Produced (000)		236,458			231,161
% Specialty Sales (dozen)		28.9	%		26.0	%
% Specialty Sales (dollars)		43.0	%		45.2	%
Net Average Selling Price (per dozen)	$	1.238		$	1.078
Net Average Selling Price Specialty Eggs (per dozen)	$	1.851		$	1.880
Feed Cost (per dozen)	$	0.545		$	0.388

Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packing, marketing and distribution of fresh shell eggs, including conventional, cage-free, organic, free-range, pasture-raised 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.

Statements contained in this press release that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on management’s current intent, belief, expectations, estimates and projections regarding our company and our 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 the Company’s SEC filings (including its Annual Reports on Form 10-K, 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 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

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CALM Reports First Quarter Fiscal 2022 Results

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September 28, 2021

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. SEC filings may be obtained from the SEC or the Company’s website, www.calmainefoods.com. 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, the forward-looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise required by law, we disclaim any intent or obligation to publicly update these forward-looking statements, whether as a result of new information, future events or otherwise.

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CALM Reports First Quarter Fiscal 2022 Results

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September 28, 2021

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share amounts)

SUMMARY STATEMENTS OF OPERATIONS

	13 Weeks Ended
	August 28, 2021		August 29, 2020
Net sales	$	331,704	$	292,782
Cost of sales		325,059		276,017
Gross profit		6,645		16,765
Selling, general and administrative		46,525		43,965
(Gain) Loss on disposal of fixed assets		(213)		23
Operating loss		(39,667)		(27,223)
Other income, net		5,803		1,698
Loss before income taxes		(33,864)		(25,525)
Income tax benefit		(15,838)		(6,126)
Net loss	$	(18,026)	$	(19,399)
Net loss per common share:
Basic	$	(0.37)	$	(0.40)
Diluted	$	(0.37)	$	(0.40)
Weighted average shares outstanding:
Basic		48,858		48,501
Diluted		48,858		48,501

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CALM Reports First Quarter Fiscal 2022 Results

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September 28, 2021

CAL-MAINE FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands)

SUMMARY BALANCE SHEETS

	August 28, 2021		May 29, 2021
ASSETS
Cash and short-term investments	$	90,350	$	169,510
Receivables, net		134,400		126,639
Inventories		226,470		218,375
Prepaid expenses and other current assets		9,249		5,407
Current assets		460,469		519,931
Property, plant and equipment, net		667,963		589,417
Other noncurrent assets		83,298		119,826
Total assets	$	1,211,730	$	1,229,174
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	$	96,709	$	89,191
Current portion of lease obligations		834		906
Current liabilities		97,543		90,097
Lease obligations, less current maturities		1,299		1,472
Deferred income taxes and other liabilities		117,321		124,824
Stockholders' equity		995,567		1,012,781
Total liabilities and stockholders' equity	$	1,211,730	$	1,229,174

-END-

XML

Document and Entity Information	Sep. 28, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 28, 2021
Entity Registrant Name	Cal-Maine Foods, Inc.
Entity File Number	001-38695
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	64-0500378
Entity Address Address Line 1	1052 Highland Colony Pkwy
Entity Address Address Line 2	Suite 200
Entity Address City Or Town	Ridgeland
Entity Address State Or Province	MS
Entity Address Postal Zip Code	39157
City Area Code	601
Local Phone Number	948-6813
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Central Index Key	0000016160
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	CALM
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false