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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR FISCAL YEAR ENDED May 31, 2003
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number: 000-04892
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0500378
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3320 Woodrow Wilson Avenue, Jackson, Mississippi 39209
(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: NONE
Securities registered pursuant to Section 12 (g) of the Act: Common Stock,
$0.01 par value
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 X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (X)
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
----- -----
As of August 1, 2003, 10,564,388 shares of the registrant's Common Stock, $0.01
par value, and 1,200,000 shares of the registrant's Class A Common Stock, $0.01
par value, were outstanding. The aggregate market value of the common stock held
by non-affiliates of the registrant on that date was $16,014,848, computed at
the closing price on that date as reported by the National Association of
Securities Dealers Automated Quotation System.
DOCUMENTS INCORPORATED BY REFERENCE
Pursuant to General Instruction G(3), the responses to Items, 10, 11, 12 and 13
of Part III of this report are incorporated herein by reference to the
information contained in the Company's Proxy Statement for its 2003 Annual
Meeting of Shareholders to be held on October 10, 2003, to be filed with the
Securities and Exchange Commission on or about September 17, 2003.
TABLE OF CONTENTS
Page
Item Number
- ---- ------
Part I
1. Business 3
2. Properties 8
3. Legal Proceedings 9
4. Submission of Matters to a Vote of Security Holders 9
Part II
5. Market for the Registrant's Common Equity and Related
Stockholder Matters 10
6. Selected Financial Data 11
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
7A. Quantitative and Qualitative Disclosures About Market Risk 18
8. Financial Statements and Supplementary Data 18
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 18
Part III
10. Directors and Executive Officers of the Registrant 19
11. Executive Compensation 19
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 19
13. Certain Relationships and Related Transactions 19
14. Controls and Procedures 19
Part IV
15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 19
2
PART I
ITEM 1. BUSINESS
General
Cal-Maine Foods, Inc. ("Cal-Maine" or the "Company") was incorporated in
Delaware in 1969. The Company's primary business is the production, cleaning,
grading, and packaging of fresh shell eggs for sale to shell egg retailers.
Shell egg sales, including feed sales to outside egg producers, accounted for
approximately 99% of the Company's net sales in fiscal 2003 and 98% in fiscal
2002. The Company is the largest producer and distributor of fresh shell eggs in
the United States and during fiscal 2003, had sales of approximately 571 million
dozen shell eggs. This volume represents approximately 13% of all shell eggs
sold in the United States. The Company markets the majority of its eggs in 26
states, primarily in the southwestern, southeastern, mid-western and
mid-Atlantic regions of the United States.
The Company's principal executive offices are located at 3320 Woodrow
Wilson Avenue, Jackson, Mississippi 39209, and its telephone number is
601-948-6813. Except as otherwise indicated by the context, references herein to
"the Company" or "Cal-Maine" include all subsidiaries of the Company.
Possible "Going Private" Transaction
As reported in the Company's Form 8-K Current Report dated July 11, 2003,
at a special meeting held on that date Cal-Maine's Board of Directors
unanimously voted to explore the possibility of the Company becoming privately
owned. At the same meeting, the Board also appointed a Special Committee
comprised of three independent directors to consider the feasibility of "going
private" and, in that regard, to ensure that the best interests of the Company
and its shareholders would be served by such a course of action.
The members of the Special Committee are W.B. Cox, Letitia C. Hughes and R.
Faser Triplett, M.D. Following their appointment, the Committee members held an
organizational meeting and elected Dr. Triplett as the Committee's Chairman. In
addition, the Committee decided to interview certain investment banking firms
for purposes of obtaining an opinion as to the fairness from a financial
standpoint of the price to be paid by the Company for shares to be purchased in
a going private transaction, as well as to assist the Committee in evaluating
alternative methods of going private. In addition, the Committee selected and
engaged its own independent counsel to advise and represent the Committee on
related legal matters.
On July 24, 2003, after considering several investment banking firms, the
Special Committee engaged Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
("Houlihan Lokey") to serve as investment adviser to the Committee in connection
with the possible going private transaction. The selection of Houlihan Lokey was
reported by the Committee to the full Board of Directors of the Company at a
regular quarterly Directors meeting held the same day. Houlihan Lokey will
report to the Special Committee and its final written opinion will be addressed
to the full Board of Directors of the Company. All expenses of a going private
transaction, including Houlihan Lokey's fee, will be paid by the Company.
It is presently contemplated that a going private transaction would be
effected by means of a "reverse split" of the Company's Common Stock. This would
require an amendment of the Company's Certificate of Incorporation that would
result in fractional shares that would be purchased by the Company for cash.
If a going private transaction is effected, as to which the Company can
make no representation or prediction, the reporting and other applicable
requirements of the Securities Exchange Act of 1934 will no longer apply to the
Company or to any officer, director or controlling stockholder of the Company.
3
Growth Strategy and Acquisitions
The Company has for many years pursued a growth strategy focused on the
acquisition of existing shell egg production and processing facilities, as well
as the construction of new and more efficient facilities. Since the beginning of
fiscal 1989, the Company has consummated ten acquisitions, adding an aggregate
of 21 million layers to its capacity, and built six new "in-line" shell egg
production and processing facilities and one pullet growing facility, adding 6.5
million layers and 1.5 million growing pullets to its capacity. Each of the new
shell egg production facilities generally provides for the processing of
approximately 400 cases of shell eggs per hour. These increases in capacity have
been accompanied by the retirement of older and less efficient facilities and a
reduction in eggs produced by contract producers. The "in-line" facilities
result in the gathering, cleaning, grading and packaging of shell eggs by less
labor-intensive, more efficient, mechanical means.
As a result of the Company's strategy, the Company's total flock,
including pullets, layers and breeders, has increased from approximately 6.8
million at May 28, 1988 to an average of approximately 22.7 million for each of
the past five fiscal years. Also, the number of dozens of shell eggs sold has
increased from approximately 117 million in the fiscal year ended May 28, 1988
to an average of approximately 525.3 million over the past five fiscal years.
Net sales amounted to $387.5 million in fiscal 2003 compared to net sales of
$69.9 million in fiscal 1988.
The Company's acquisitions and construction of larger facilities,
described in the tables below, reflect the continuing concentration of shell egg
production in the United States in a decreasing number of shell egg producers.
The Company believes that a continuation of that concentration trend may result
in the reduced cyclicality of shell egg prices, but no assurance can be given in
that regard.
4
Acquisitions of Egg Production and Processing Facilities
Fiscal Layers
Year (1) Seller Location Acquired
-------- ------ -------- --------
1989 Egg City, Inc. Arkansas 1,300,000
1990 Sunny Fresh Foods, Inc. (2) 7,500,000
1991 Sunnyside Eggs, Inc. North Carolina 1,800,000
1994 Wayne Detling Farms Ohio 1,500,000
1995 A & G Farms Kentucky 1,000,000
1997 Sunbest Farms Arkansas 600,000
1997 Southern Empire Egg Farm, Inc. Georgia 1,300,000
1998 J&S Farms / Savannah Valley Egg Georgia 900,000
1999 Hudson Brothers, Inc. Kentucky 1,200,000
2000 Smith Farms Texas/Arkansas 3,900,000
----------
Total 21,000,000
==========
(1) The Company's fiscal year ends on the Saturday closest to May 31.
(2) New Mexico, Kansas, Texas, Alabama, Oklahoma, Arkansas and North Carolina
Construction of Egg Production, Pullet Growing and Processing Facilities (1)
Fiscal Year Layer Pullet
Completed Location Capacity Capacity
----------- -------- -------- --------
1990 Mississippi 1,000,000 200,000
1992 Louisiana 1,000,000 --
1992 Mississippi -- 500,000
1994 Mississippi 1,000,000 --
1996 Texas 1,000,000 250,000
1999 Kansas 1,250,000 250,000
2001 Texas 1,300,000 300,000
---------- ----------
Total 6,550,000 1,500,000
========== ==========
(1) Does not include construction in Guthrie, Kentucky, commenced in fiscal
2001, and to be completed in the first or second quarter of fiscal 2004
at an estimated cost of $18.0 million, adding approximately 1,500,000
layer capacity.
Although it has made no acquisitions in the past three fiscal years, the
Company proposes to continue to pursue opportunities for the acquisition of
other companies engaged in the production and sale of shell eggs. Federal
anti-trust laws require regulatory approval of acquisitions that exceed certain
threshold levels of significance. Also, the Company is subject to federal and
state laws generally prohibiting anti-competitive conduct. Because the shell egg
production and distribution industry is so fragmented, the Company believes that
its sales of shell eggs during its last fiscal year represented only
approximately 13% of domestic shell egg sales notwithstanding that it is the
largest producer and distributor of shell eggs in the United States based on
independently prepared industry statistics. The Company believes that regulatory
approval of any future acquisitions either will not be required, or, if
required, that such approvals will be obtained.
The construction of new, more efficient production and processing
facilities is an integral part of the Company's growth strategy. Any such
construction will require compliance with applicable environmental laws and
regulations, including the receipt of permits, that could cause schedule delays,
although the Company has not experienced any significant delays in the past.
5
Shell Eggs
Production. The Company's operations are fully integrated. At its
facilities, it hatches chicks, grows pullets, manufactures feed and produces and
distributes shell eggs. Company-owned facilities accounted for approximately 87%
of its total fiscal 2003 egg production, with the balance attributable to
contract producers used by the Company.
Under Cal-Maine's arrangements with its contract producers, the Company
owns the entire flock, furnishes all feed and supplies, owns the shell eggs
produced, and assumes all market risks. The contract producers own their
facilities and are paid a fee based on production with incentives for
performance.
The commercial production of shell eggs requires a source of baby chicks
for laying flock replacement. The Company produces approximately 98% of its
chicks in its own hatcheries and obtains the balance from commercial sources.
Feed for the laying flocks is produced by Company-owned and operated mills
located in Arkansas, Georgia, Kentucky, Louisiana, Mississippi, New Mexico,
Ohio, Oklahoma, South Carolina, Tennessee, and Texas. All ingredients necessary
for feed production are readily available in the open market and most are
purchased centrally from Jackson, Mississippi. Approximately 97% of the feed for
Company flocks is manufactured at feed mills owned and operated by the Company.
Poultry feed is formulated using a computer model to determine the least-cost
ration to meet the nutritional needs of the flocks. Although most feed
ingredients are purchased on an as-needed basis, from time-to-time, when deemed
advantageous, the Company purchases ingredients in advance with a delayed
delivery of several weeks or a few months.
Feed cost represents the largest element of the Company's farm egg
production cost, ranging from 54% to 56% of total cost in the last five years,
or an average of approximately 55%. Although feed ingredients are available from
a number of sources, the Company has little, if any, control over the prices of
the ingredients it purchases, which are affected by weather and by various
supply and demand factors. Increases in feed costs not accompanied by increases
in the selling price of eggs can have a material adverse effect on the results
of the Company's operations. However, higher feed costs may encourage producers
to reduce production, possibly resulting in higher egg prices. Alternatively,
low feed costs can encourage industry overproduction, possibly resulting in
lower egg prices. Historically, the Company has tended to have higher profit
margins when feed costs are higher. However, this may not be the case in the
future.
After the eggs are produced, they are cleaned, graded, and packaged.
Substantially all of the Company-owned farms have modern "in-line" facilities
that mechanically gather, clean, grade and package the eggs produced. The
increased use of in-line facilities has generated significant cost savings as
compared to the cost of eggs produced from non-in-line facilities. In addition
to greater efficiency, the in-line facilities produce a higher percentage of
grade A eggs, which sell at higher prices. Eggs produced on farms owned by
contractors are brought to the Company's processing plants where they are
cleaned, graded and packaged.
The Company's egg production activities are subject to risks inherent in
the agriculture industry, such as weather conditions and disease factors. These
risks are not within the Company's control and could have a material adverse
effect on its operations. Also, the marketability of the Company's shell eggs is
subject to risks such as possible changes in food consumption opinions and
practices reflecting perceived health concerns.
The Company operates in a cyclical industry with total demand that is
generally level and a product that is price-inelastic. Thus, small increases in
production or decreases in demand can have a large adverse effect on prices and
vice-versa. However, economic conditions in the egg industry are expected to
exhibit less cyclicality in the future. The industry is concentrating into fewer
but stronger hands, which should help lessen the extreme cyclicality of the
past.
Marketing. Of the 571 million dozen shell eggs sold by the Company in the
fiscal year ended May 31, 2003, 441 million were produced by Company flocks.
6
Sales of shell eggs primarily are made to national and regional supermarket
chains that buy direct from the Company. During fiscal 2003, two customers
accounted for more than 10% of net sales. A major Texas grocery retailer,
H.E.Butt Grocery Company, accounted for 12.8% of net sales and two affiliated
national retailers, Wal-Mart and Sam's Club, on a combined basis accounted for
21.3% of net sales. The top 10 customers accounted for 63% of net sales in the
aggregate. The majority of eggs sold are merchandised on a daily or short-term
basis. Most sales to established accounts are on open account with terms ranging
from seven to 30 days. Although the Company has established long-term
relationships with many of its customers, they are free to acquire shell eggs
from other sources.
The Company sells its shell eggs at prices generally related to
independently quoted wholesale market prices. Wholesale prices are subject to
wide fluctuations. The prices of its shell eggs reflect fluctuations in the
quoted market, and the results of the Company's shell egg operations are
materially affected by changes in market quotations. Egg prices reflect a number
of economic conditions, such as the supply of eggs and the level of demand,
which, in turn, are influenced by a number of factors that the Company cannot
control. No representation can be made as to the future level of prices.
Shell eggs are perishable. Consequently, the Company maintains very low
shell egg inventories, usually consisting of approximately four days of
production. Retail sales of shell eggs are greatest 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. The Company generally experiences lower
sales and net income, and generally losses, in its fourth and first fiscal
quarters ending in May and August, respectively.
According to U.S. Department of Agriculture reports, the annual per capita
consumption of shell eggs in the United States since 1990 has ranged from 234 to
253, averaging 240, with the peak consumption of 253 occurring in 2001. While
the Company believes that increased fast food restaurant consumption, reduced
egg cholesterol levels and industry advertising campaigns may result in a
continuance of the recent increases in current per capita egg consumption
levels, no assurance can be given that per capita consumption will not decline
in the future.
The Company sells the majority of its shell eggs in approximately 26 states
across the southwest, southeast, mid-west and mid-Atlantic regions of the United
States. Cal-Maine is a major factor in egg marketing in a majority of these
states. Many states in Cal-Maine's market area are egg deficit regions; that is,
production of fresh shell eggs is less than total consumption. Competition from
other producers in specific market areas is generally based on price, service,
and quality of product. Strong competition exists in each of the Company's
markets.
Specialty Eggs. The Company also produces specialty eggs such as Eggo
land's Best(TM) and Farmhouse eggs. Egg*land's Best(TM) eggs are patented eggs
that are believed by its developers, based on scientific studies, to cause no
increase in serum cholesterol when eaten as part of a low fat diet. Cal-Maine
produces and processes Egg*land's Best(TM) eggs, under license from Egg*land's
Best, Inc. ("EB"), at its existing facilities, under EB guidelines. The product
is marketed to the Company's established base of customers at prices that
reflect a premium over ordinary shell eggs. Egg*land's Best(TM) eggs accounted
for approximately 6.1% of the Company's net sales in fiscal 2003. "Farmhouse"
brand eggs are produced at Company facilities by hens that are not caged, and
are provided with a diet of natural grains and drinking water that is free of
hormones or other chemical additives. Farmhouse eggs accounted for 2.5% of net
sales in fiscal 2003. They are intended to meet the demands of consumers who are
sensitive to environmental and animal welfare issues.
Livestock. The Company's livestock operations consist primarily of the
operation of a 1,440 head dairy facility, from which milk sales are made to a
major milk processor. Milk and cattle sales were approximately 1% of the
Company's net sales in fiscal 2003.
Competition. The production, processing, and distribution of shell eggs is
an intensely competitive business, which, traditionally, has attracted large
numbers of producers. Shell egg competition is generally based on price,
service, and quality of production. Although the Company is the largest combined
producer, processor, and distributor of shell eggs in the United States, it does
not occupy a controlling market position in any area where its eggs are sold.
7
The shell egg production and processing industry has been characterized by
a growing concentration of production. In 2002, 62 producers with one million or
more layers owned 79% of the 279 million total U.S. layers, compared with the 56
producers with one million or more layers owning 64% of the 232 million total
U.S. layers in 1990, and 61 producers with one million or more layers owning 56%
of the 248.0 million total U.S. layers in 1985. The Company believes that a
continuation of that concentration trend may result in the reduced cyclicality
of shell egg prices, but no assurance can be given in that regard.
Patents and Tradenames. The Company does not own any patents or proprietary
technologies, but does market products under tradenames including Rio Grande,
Farmhouse, and Sunups. Cal-Maine produces and processes Eggoland's Best(TM)
eggs, under license from EB, as indicated above.
Government Regulation. The Company is subject to federal and state
regulations relating to grading, quality control, labeling, sanitary control,
and waste disposal. As a fully integrated egg producer, the Company's shell egg
facilities are subject to USDA and FDA regulation. The Company's shell egg
facilities are subject to periodic USDA inspections. Cal-Maine maintains its own
inspection program to assure compliance with the Company's own standards and
customer specifications.
Cal-Maine is subject to federal and state environmental laws and
regulations and has all necessary permits.
Employees. As of May 31, 2003, the Company had a total of approximately
1,534 employees of whom 1,355 worked in egg production, processing and
marketing, 92 were engaged in feed mill operations, 40 in dairy activities, and
47 were administrative employees, including officers, at the Company's executive
offices. About 9% of the Company's personnel are part-time. None of the
Company's employees are covered by a collective bargaining agreement. The
Company considers its relations with employees to be good.
ITEM 2. PROPERTIES
The Company owns or leases farms, processing plants, hatcheries, feed
mills, warehouses, offices and other property located in Alabama, Arkansas,
Georgia, Kansas, Kentucky, Louisiana, Mississippi, New Mexico, North Carolina,
Ohio, Oklahoma, South Carolina, Tennessee, and Texas, as follows: two breeding
facilities, two hatcheries, 15 feed mills, 19 production facilities, 19 pullet
growing facilities, 20 processing and packing facilities, three wholesale
distribution facilities, and a dairy farm. Most of the Company's property is
owned and encumbered. See Notes 4, 5, and 6 of the Notes to Consolidated
Financial Statements of the Company.
The Company operates 332 over-the-road tractors and 411 trailers, of which
241 and 293 are owned, respectively, and the balance is financed with TRAC
leases.
At May 31, 2003, the Company owned approximately 16,000 acres of land and
owned facilities to:
Operation Capacity
--------- --------
Hatch 16,000,000 - pullet chicks per year
Grow (1) 12,000,000 - pullets per year
House (2) 19,000,000 - hens
Produce 700 - tons of feed per hour
Process (3) 7,000 - cases of eggs per hour
(1) The Company uses contract growers for the production of an additional 1.1
million pullets.
(2) The Company controls approximately 22 million layers, of which 3.0 million
are cared for by contract producers.
(3) One case equals 30 dozen eggs.
8
Over the past five fiscal years, Cal-Maine's capital expenditures have
totaled approximately $128.2 million, including the acquisition of the
operations of other businesses. The Company's facilities currently are
maintained in good operable condition and are insured to an extent the Company
deems adequate.
ITEM 3. LEGAL PROCEEDINGS
On December 26, 2002, Cal-Maine Farms, Inc.("Cal-Maine Farms"), a Delaware
corporation and a wholly owned subsidiary of the Company, was served with
process in a civil complaint filed in the Circuit Court of the First Judicial
District of Hinds County, Mississippi, on behalf of four plaintiffs, Hunter
McWhorter, a minor, his two parents, and Michael Green, an adult. In addition to
Cal-Maine Farms, Fred Adams, Dolph Baker, Charlie Collins, R. K. Looper and B.
J. Raines, officers of the Company, are also named as defendants. Six other
named defendants include Cargill, Incorporated, George's Farms, Inc., Peterson
Farms, Inc., Simmons Foods, Inc., Simmons Poultry Farms, Inc., and Tyson Foods,
Inc., each of which is engaged in the broiler business. Additional individual
defendants with affiliations to the other corporate defendants were also named.
The suit alleges the original plaintiffs have suffered medical problems
resulting from living near land upon which "litter" from the flocks of hens
owned by certain of the defendants was spread as fertilizer. The suit
specifically addresses conditions alleged to exist in Washington County,
Arkansas, where there is a relatively high concentration of broiler farms.
Cal-Maine Farms is not engaged in any broiler production and, compared to the
broiler producers, only has a very small portion of the hens located in
Washington County, Arkansas.
The suit alleges actual damages in the amount of $55,000,000 and requests
punitive damages in the amount of $100,000,000. On December 31, 2002, an Amended
Complaint was filed, bringing the total number of plaintiffs to 93, of which 67
are alleged to be ill and three are deceased. The damages sought were not
amended.
An answer has been filed on behalf of Cal-Maine Farms denying the
plaintiffs claim but no discovery has taken place. At this time, motions to
dismiss on behalf of certain defendants, including Cal-Maine Farms, are pending,
but not yet scheduled for hearing. At this stage, it is impossible to evaluate
the potential exposure, if any, of Cal-Maine Farms to damages in this suit.
The Company is not a party to any other litigation, which, in the opinion
of management, is likely to have a material adverse effect on the Company's
consolidated financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter ended May 31,
2003.
9
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's Common Stock is traded on the NASDAQ National Market under
the symbol CALM. At May 31, 2003, there were approximately 289 record holders of
the Company's Common Stock and approximately 756 beneficial owners whose shares
were held by nominees or broker dealers. The following table sets forth the high
and low daily sale prices and dividends for four quarters of fiscal 2003 and
fiscal 2002.
Sales Price Cash
------------------ Dividend
Year Ended Fiscal Quarter High Low Declared
---------- -------------- -------- ------- --------
May 31, 2003 First Quarter $ 4.36 $ 3.20 $ .0125
Second Quarter 3.83 2.79 .0125
Third Quarter 4.22 3.17 .0125
Fourth Quarter 5.60 3.20 .0125
June 1, 2002 First Quarter $ 5.07 $ 3.35 $ .0125
Second Quarter 4.64 3.50 .0125
Third Quarter 4.05 2.48 .0125
Fourth Quarter 4.15 2.95 .0125
There is no public trading market for the Class A Common Stock, the
majority outstanding shares of which are owned by Fred R. Adams, Jr., Chairman
of the Board of Directors and Chief Executive Officer of the Company.
The Company's current cash dividend is $.0125 per share on Common Stock,
representing an annual cash dividend of $.05 per share. The cash dividend is
$.011875 per share on Class A Common Stock, representing an annual cash dividend
of $.0475 per share. Under the terms of the Company's agreements with its
principal lenders, Cal-Maine is subject to various financial covenants limiting
its ability to pay dividends. The Company is required to maintain minimum levels
of working capital and net worth, to limit capital expenditures, leasing
transactions and additional long-term borrowings, and to maintain various
current and cash-flow coverage ratios, among other restrictions. For the
foreseeable future, the Company expects to retain the majority of earnings for
use in its business.
10
ITEM 6. SELECTED FINANCIAL DATA
Fiscal Years Ended
May 31, June 1, June 2, June 3, May 29,
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
(Amounts in thousands, except per share data)
Statement of Operations Data:
Net sales $ 387,462 $ 326,171 $ 358,412 $ 287,055 $ 287,954
Cost of sales 315,169 291,767 299,417 268,937 242,022
--------- --------- --------- --------- ---------
Gross profit 72,293 34,404 58,995 18,118 45,932
Selling, general and administrative 46,029 42,332 42,337 40,059 36,406
--------- --------- --------- --------- ---------
Operating income (loss) 26,264 (7,928) 16,658 (21,941) 9,526
Other income (expense):
Interest expense (net) (8,096) (8,503) (8,736) (7,726) (5,195)
Equity in income (loss) of affiliates 442 (480) 415 130 326
Other 527 547 2,378 2,525 3,330
--------- --------- --------- --------- ---------
(7,127) (8,436) (5,943) (5,071) (1,539)
--------- --------- --------- --------- ---------
Income (loss) before income tax 19,137 (16,364) 10,715 (27,012) 7,987
Income tax expense (benefit) 6,925 (5,790) 3,891 (9,633) 2,907
--------- --------- --------- --------- ---------
Net income (loss) $ 12,212 $ (10,574) $ 6,824 $(17,379) $ 5,080
========= ========= ========= ========= =========
Net income (loss) per common share:
Basic $ 1.04 $ (.90) $ .57 $ (1.41) $ 0.39
========= ========= ========= ========= =========
Diluted $ 1.03 $ (.90) $ .56 $ (1.41) $ 0.39
========= ========= ========= ========= =========
Cash dividends declared per share $ 0.050 $ 0.050 $ 0.050 $ 0.048 $ 0.045
========= ========= ========= ========= =========
Weighted average shares outstanding:
Basic 11,764 11,764 12,051 12,362 12,999
========= ========= ========= ========= =========
Diluted 11,862 11,764 12,120 12,362 13,114
========= ========= ========= ========= =========
Balance Sheet Data:
Working capital $ 27,749 $ 17,310 $ 28,386 $ 18,485 $ 48,501
Total assets 235,392 229,654 234,752 231,899 213,682
Total debt (including current portion) 108,244 118,362 118,340 119,736 84,004
Total stockholders' equity 66,085 54,460 66,196 61,353 80,584
ITEM 7. MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company is primarily engaged in the production, cleaning, grading,
packing, and sale of fresh shell eggs. The Company's fiscal year end is the
Saturday nearest to May 31 which was May 31, 2003 (52 weeks) June 1, 2002 (52
weeks) and June 2, 2001 (52 weeks) for the most recent three fiscal years.
11
The Company's operations are fully integrated. At its facilities it hatches
chicks, grows pullets, manufactures feed, and produces, processes, and
distributes shell eggs. The Company currently is the largest producer and
distributor of fresh shell eggs in the United States. Shell eggs accounted for
99% of the Company's net sales in fiscal 2003 and 98% in fiscal 2002. The
Company primarily markets its shell eggs in the southwestern, southeastern,
mid-western and mid-Atlantic regions of the United States. Shell eggs are sold
directly by the Company primarily to national and regional supermarket chains.
The Company currently uses contract producers for approximately 13% of its
total egg production. Contract producers operate under agreements with the
Company for the use of their facilities in the production of shell eggs by
layers owned by the Company, which owns the eggs produced. Also, shell eggs are
purchased, as needed, for resale by the Company from outside producers.
The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which can fluctuate widely and are outside of
the Company's control. Retail sales of shell eggs are greatest during the fall
and winter months and lowest during the summer months. Prices for shell eggs
fluctuate in response to seasonal factors and a natural increase in egg
production during the spring and early summer.
The Company's cost of production is materially affected by feed costs,
which average about 55% of Cal-Maine's total farm egg production cost. Changes
in feed costs result in changes in the Company's cost of goods sold. The cost of
feed ingredients is affected by a number of supply and demand factors such as
crop production and weather, and other factors, such as the level of grain
exports, over which the Company has little or no control.
RESULTS OF OPERATIONS
The following table sets forth, for the years indicated, certain items from
the Company's consolidated statements of operations expressed as a percentage of
net sales.
Percentage of Net Sales
Fiscal Years Ended
May 31, 2003 June 1, 2002 June 2, 2001
------------ ------------ ------------
Net sales 100.0% 100.0% 100.0%
Cost of sales 81.3 89.5 83.5
----- ----- -----
Gross profit 18.7 10.5 16.5
Selling, general &
administrative expenses 11.9 12.9 11.8
----- ----- -----
Operating income (loss) 6.8 (2.4) 4.7
Other income (expense) (1.9) (2.6) (1.7)
----- ----- -----
Income (loss) before taxes 4.9 (5.0) 3.0
Income tax expense (benefit) 1.8 (1.8) 1.1
----- ----- -----
Net income (loss) 3.1% (3.2)% 1.9%
===== ===== =====
12
Fiscal Year Ended May 31, 2003 Compared to Fiscal Year Ended June 1, 2002
Net Sales. Net sales for the fiscal year ended May 31, 2003 were $387.5
million, an increase of $61.3 million, or 18.8%, from net sales of $326.2
million for fiscal 2002. Total dozens of eggs sold increased in fiscal 2003 and
egg selling prices increased as compared with prices in fiscal 2002. In fiscal
2003, total dozens of shell eggs sold were 570.7 million, an increase of 8.9
million dozen, or 1.6%, compared to 561.8 million dozen sold in fiscal 2002.
Consumer demand was good and egg supply was balanced, which resulted in higher
egg selling prices during fiscal 2003. The Company's average selling price of
shell eggs increased from $.549 per dozen for fiscal 2002 to $.645 per dozen for
fiscal 2003, an increase of $.096 per dozen, or 17.5%.
Cost of Sales. Cost of sales for the fiscal year ended May 31, 2003 was
$315.2 million, an increase of $23.4 million, or 8.0%, as compared to cost of
sales of $291.8 million for last fiscal year. While dozens sold increased, cost
of purchases from outside egg producers and cost of feed ingredients increased,
offset by the Company's $9.5 million recovery share of a class action feed
ingredient lawsuit. The 1.6 % increase in dozens sold was from increases in
dozens produced in Company facilities and in the number of dozens purchased from
outside egg producers. The increase in the cost of the eggs purchased from
outside producers was due to higher egg market selling prices. Feed cost for
fiscal 2003 was $.213 per dozen, compared to $.193 per dozen for last fiscal
year, an increase of 10.4%. A 17.5% increase in egg selling prices, offset by
higher feed ingredient costs and higher cost of purchases from outside egg
producers, resulted in an increase in gross profit from 10.5% of net sales for
fiscal 2002 to 18.7% of net sales for fiscal 2003.
Selling, General and Administrative Expenses. Selling, general and
administrative expense was $46.0 million in fiscal 2003, an increase of $3.7
million, or 8.7%, as compared to an expense of $42.3 million for fiscal 2002.
The increase is due to increases in insurance expense, bad debt reserves and
value of the Company's stock option plan. Due to overall increases in the
insurance market during fiscal 2003, the cost of general business and property
insurance increased $1.0 million. In the fourth quarter of fiscal 2003, a
customer, Fleming Inc., filed for bankruptcy and the Company adjusted its bad
debt allowance for $1.1 million. Due to the increase in the market quote of the
Company's stock, from $3.78 per share at June 2, 2002 to $5.24 per share at May
31,2003, the increased value of $1.1 million of the Company's stock option plan
liability was recorded. Other selling, general and administrative expenses,
including delivery, have increased approximately $500,000. As a percent of net
sales, selling, general and administrative expense decreased from 12.9% for
fiscal 2002 to 11.9% for fiscal 2003 due to higher average egg selling prices in
fiscal 2003.
Operating Income (Loss). As a result of the above, the Company's operating
income was $26.2 million for fiscal 2003, as compared to an operating loss of
$7.9 million for fiscal 2002. As a percent of net sales, the operating income
for fiscal 2003 was 6.8%, as compared to an operating loss of 2.4% for fiscal
2002.
Other Income (Expense). Other expense for fiscal 2003 was $7.1 million, a
decrease of $1.3 million, as compared to other expense of $8.4 million for
fiscal 2002. For fiscal 2003, equity in income of affiliates amounted to
$442,000 of income as compared to a loss of $480,000 in fiscal 2002. Interest
expense decreased $407,000, or 4.8% in fiscal 2003. As a percent of net sales,
other expense was 1.9 % in fiscal 2003 and 2.6% in fiscal 2002.
Income Taxes. As a result of the above, the Company's pre-tax income was
$19.1 million for the fiscal 2003 year, compared to pre-tax loss of $16.4
million for fiscal 2002. The Company had an income tax expense of $6.9 million
in fiscal 2003 with an effective tax rate of 36.2%, as compared to income tax
benefit of $5.8 million with an effective rate of 35.4% for fiscal 2002.
Net Income (Loss). As a result of the above, net income for fiscal 2003 was
$12.2 million or $1.03 per diluted share, compared to net loss of $10.6 million,
or $0.90 per basic and diluted share for fiscal 2002
13
Fiscal Year Ended June 1, 2002 Compared to Fiscal Year Ended June 2, 2001
Net Sales. Net sales for the fiscal year ended June 1, 2002 were $326.2
million, a decrease of $32.2 million, or 9.0%, from net sales of $358.4 million
for fiscal 2001. Total dozens of eggs sold increased in fiscal 2002 and egg
selling prices decreased as compared with prices in fiscal 2001. In fiscal 2002,
total dozens of shell eggs sold were 561.8 million, an increase of 16.7 million
dozen, or 3.1%, compared to 545.1 million dozen sold in fiscal 2001. Although
consumer demand was good, increased egg supply resulted in lower egg selling
prices during fiscal 2002. The Company's average selling price of shell eggs
decreased from $.625 per dozen for fiscal 2001 to $.549 per dozen for fiscal
2002, a decrease of $.076 per dozen, or 12.2%.
Cost of Sales. Cost of sales for the fiscal year ended June 1, 2002 was
$291.8 million, a decrease of $7.6 million, or 2.5%, as compared to cost of
sales of $299.4 million for fiscal 2001. Although dozens sold increased, cost of
purchases from outside egg producers and cost of feed ingredients decreased. The
3.1% increase in dozens sold was from increases in dozens produced in Company
facilities and in the number of dozens purchased from outside egg producers. The
decrease in the cost of the eggs purchased from outside producers was due to
lower egg market selling prices. Feed cost for fiscal 2002 was $.193 per dozen,
compared to $.197 per dozen for fiscal 2001, a decrease of 2.0%. A 12.2%
decrease in egg selling prices, offset by lower feed ingredient costs and lower
cost of purchases from outside egg producers, resulted in a decrease in gross
profit from 16.5% of net sales for fiscal 2001 to 10.5% of net sales for fiscal
2002.
Selling, General and Administrative Expenses. Selling, general and
administrative expense was $42.3 million in fiscal 2002 and 2001. On a cost per
dozen sold basis, selling, general and administrative remained approximately the
same, $.075 per dozen for fiscal 2002, as compared to $.078 per dozen for fiscal
2001. As a percent of net sales, selling, general and administrative expense
increased from 11.8% for fiscal 2001 to 12.9% for fiscal 2002 due to lower
average egg selling prices in fiscal 2002.
Operating Income (Loss). As a result of the above, the Company's operating
loss was $7.9 million for fiscal 2002, as compared to operating income of $16.7
million for fiscal 2001. As a percent of net sales, the operating loss for
fiscal 2002 was 2.4%, as compared to operating income of 4.7% for fiscal 2001.
Other Income (Expense). Other expense for fiscal 2002 was $8.4 million, an
increase of $2.5 million as compared to other expense of $5.9 million for fiscal
2001. Income from the settlement of an insurance claim in fiscal 2001 accounted
for $1.4 million of the change in other expense in fiscal 2002 as compared to
fiscal 2001. For fiscal 2002, equity in income of affiliates was a loss of
$480,000 as compared to income of $415,000 in fiscal 2001. Interest expense
decreased $232,000, or 2.7% in fiscal 2002. As a percent of net sales, other
expense was 2.6 % in fiscal 2002 and 1.7% in fiscal 2001.
Income Taxes. As a result of the above, the Company's pre-tax loss was
$16.4 million for the fiscal 2002 year, compared to pre-tax income of $10.7
million for fiscal 2001. The Company had an income tax benefit of $5.8 million
in fiscal 2002 with an effective tax rate of 35.4%, as compared to income tax
expense of $3.9 million with an effective rate of 36.3% for fiscal 2001.
Net Income (Loss). As a result of the above, net loss for fiscal 2002 was
$10.6 million or $0.90 per basic and diluted share, compared to net income of
$6.8 million, or $0.57 per basic share and $0.56 per diluted share for fiscal
2001
14
Capital Resources and Liquidity. The Company's working capital at May 31,
2003 was $27.7 million compared to $17.3 million at June 1, 2002. The Company's
current ratio was 1.48 at May 31, 2003 as compared with 1.30 at June 1, 2002.
The Company's need for working capital generally is highest in the last and
first fiscal quarters ending in May and August, respectively, when egg prices
are normally at seasonal lows. Seasonal borrowing needs frequently are higher
during these quarters than during other fiscal quarters. The Company has a $35.0
million line of credit with three banks, none of which was utilized at May 31,
2003. The Company's long-term debt at May 31, 2003, including current
maturities, amounted to $108.2 million, as compared to $118.4 million at June 1,
2002.
For the fiscal year ended May 31, 2003, $30.7 million was provided by
operating activities. The Company received $529,000 net proceeds from disposal
of property, plant and equipment and $205,000 in net cash activities covering
notes receivable and investments. In fiscal 2003, $7.5 million was used for
construction projects and $5.0 million for purchases of property, plant and
equipment. Approximately $587,000 was used for dividend payments on the common
stock. Principal payments of $10.1 million were made on long-term debt and $7.0
million was repaid on borrowings on the line of credit. The net result of these
activities was an increase in cash and cash equivalents of $1.2 million for
fiscal 2003.
As discussed in Item 1. Business, the Company is exploring the possibility
of becoming privately owned. Proposed funding for the transaction would be
provided by a $6.9 million income tax refund receivable, an additional $5.0
million long-term borrowing from an insurance company, and short term borrowings
under the Company's bank line of credit.
According to U.S. Department of Agriculture reports, the chick hatch for
the first six months of calendar 2003 was lower than in the same six-month
period in 2002. The projected hen numbers for the balance 2003 and the first
half of 2004 should be no greater than the year earlier. This could result in a
better egg supply-demand balance in the year ahead. Current projections for the
fall 2003 corn and soybean crop are good and could result in reasonable feed
ingredient cost for the year ahead.
Substantially all trade receivables and inventories collateralize the
Company's line of credit, and property, plant and equipment collateralize the
Company's long-term debt. The Company is required by certain provisions of these
loan agreements to (1) maintain minimum levels of working capital and net worth;
(2) limit dividends, capital expenditures, lease obligations and additional
long-term borrowings; and (3) maintain various current and cash-flow coverage
ratios, among other restrictions. At May 31, 2003, the Company is in compliance
with the provisions of all loan agreements, including any provisions waived or
amended. Under certain of the loan agreements, the lenders have the option to
require the prepayment of any outstanding borrowings in the event of a change in
the control of the Company.
In fiscal 2001, the Company began construction of a new shell egg
production and processing facility in Guthrie, Kentucky, with completion of the
facility originally expected in fiscal 2003. Due to weather related construction
delays, completion is now expected during the first or second quarter of fiscal
2004. The total cost of the facility is approximately $18.0 million, of which
$14.6 million was incurred through May 31, 2003. The Company has commitments
from an insurance company to receive $5.0 million in long-term borrowings and
from a leasing company to receive $7.5 million applicable to the Guthrie
facility. In addition to the construction, the Company has projected capital
expenditures of $11.0 million in fiscal 2004, which will be funded by cash flows
from operations and additional long-term borrowings.
The Company has $2.5 million of deferred tax liability due to a
subsidiary's change from a cash basis to an accrual basis taxpayer on May 29,
1988. The Taxpayer Relief Act of 1997 provides that the taxes on the cash basis
temporary differences as of that date are generally payable over the 20 years
beginning in fiscal 1999 or in the first fiscal year in which there is a change
in ownership control. Payment of the $2.5 million deferred tax liability would
reduce the Company's cash, but would not impact the Company's consolidated
statement of operations or stockholders' equity, as these taxes have been
accrued and are reflected on the Company's consolidated balance sheet. See Note
10 of Notes to Consolidated Financial Statements.
15
Critical Accounting Policies. The preparation of financial statements in
accordance with accounting standards generally accepted in the United States
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.
Management suggests that the Company's Summary of Significant Accounting
Policies, as described in Note 1 of the Notes to Consolidated Financial
Statements, be read in conjunction with this Management's Discussion and
Analysis of Financial Condition and Results of Operations. The Company believes
the critical accounting policies that most impact the Company's consolidated
financial statements are described below.
Allowance for Doubtful Accounts. In the normal course of business, the Company
extends credit to its customers on a short-term basis. Although credit risks
associated with our customers are considered minimal, the Company routinely
reviews its accounts receivable balances and makes provisions for probable
doubtful accounts. In circumstances where management is aware of a specific
customer's inability to meet its financial obligations to the Company (e.g.
bankruptcy filings), a specific reserve is recorded to reduce the receivable to
the amount expected to be collected. For all other customers, the Company
recognizes reserves for bad debts based on the length of time the receivables
are past due, generally 100% for amounts more than 60 days past due.
Inventories. Inventories of eggs, feed, supplies and livestock are valued
principally at the lower of cost (first-in, first-out method) or market. If
market prices for eggs and feed grains move substantially lower, the Company
would 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 18 weeks. Capitalized flock costs are
then amortized over the productive lives of the flocks, generally one to two
years. Flock mortality is charged to cost of sales as incurred. High mortality
from disease or extreme temperatures would result in abnormal adjustments to
write-down 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 and improvements and 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.
The Company continually reevaluates the carrying value of its long-lived
assets, for events or changes in circumstances, which indicate that the carrying
value may not be recoverable. As part of this reevaluation, the Company
estimates the future cash flows expected to result from the use of the asset and
its eventual disposal. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount of
the asset, an impairment loss is recognized to reduce the carrying value of the
long-lived asset to the estimated fair value of the asset.
Investment in Affiliates. The Company has invested in other companies engaged in
the production, processing and distribution of shell eggs and egg products. The
Company's ownership percentages in these companies range from less than 20% to
50%. Therefore, these investments are recorded using the cost or the equity
method, and accordingly, not consolidated in the Company's financial statements.
Changes in the ownership percentages of these investments might alter the
accounting methods currently used. The combined total assets and total
liabilities of these companies were approximately $51 million and $30 million,
respectively, at May 31, 2003. The Company is a guarantor of approximately $7.2
million of long-term debt of one of the affiliates.
Goodwill. At May 31, 2003, the Company's goodwill balance represented 1.3% of
total assets and 4.8% of stockholders' equity. Goodwill primarily relates to the
fiscal 1999 acquisition of Hudson Brothers, Inc. The Company elected to adopt,
as of June 3, 2001, Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142). Under SFAS 142, goodwill and
indefinite lived intangible assets are no longer amortized but are reviewed
annually, or more frequently if impairment indicators arise, for impairment. An
impairment loss would be recorded if the recorded goodwill exceeds its implied
fair value.
16
The Company has only one operating segment, which is its sole reporting
unit. Accordingly, goodwill is tested for impairment at the entity level.
Significant adverse industry or economic changes, or other factors not
anticipated could result in an impairment charge to reduce recorded goodwill.
Income Taxes. The Company determines its effective tax rate by estimating its
permanent differences resulting from differing treatment of items for tax and
accounting purposes. The Company is periodically audited by taxing authorities.
Any audit adjustments affecting permanent differences could have an impact on
the Company's effective tax rate.
Impact of Recently Issued Accounting Standards. The Company adopted the
provisions of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS No. 133) in the first quarter of
fiscal 2002. Because the Company is not a party to derivative financial
instruments, the adoption of SFAS No. 133 had no effect on the consolidated
financial statements of the Company upon adoption.
Effective June 3, 2001, the Company adopted Financial Accounting Standards
No. 141, "Business Combinations" (SFAS No. 141). SFAS No. 141 eliminates the
pooling-of-interests method of accounting for business combinations except for
qualifying business combinations that were initiated prior to July 1, 2001. SFAS
No. 141 also includes new criteria to recognize intangible assets separately
from goodwill. The requirements of SFAS 141 are effective for any business
combination accounted for by the purchase method that is completed after June
30, 2001.
The Company also adopted Statement of Financial Accounting Standards
No.142, "Goodwill and Other Intangible Assets"(SFAS No 142), effective June 3,
2001. Under SFAS No. 142, goodwill is no longer amortized but reviewed for
impairment annually, or more frequently if certain indicators arise. The Company
completed its transitional impairment test in the quarter ended December 1, 2001
and no impairment loss resulted.
In the first quarter of fiscal 2003, the Company adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144 supersedes Statement
of Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of," (SFAS No. 121),
however, it retains the fundamental provisions of SFAS No. 121 related to the
recognition and measurement of the impairment of long-lived assets to be "held
and used." In addition, SFAS No. 144 provides more guidance on estimating cash
flows when performing a recoverability test, requires that a long-lived asset to
be disposed other than by sale (e.g., abandoned) be classified as "held and
used" until it is disposed of, and establishes more restrictive criteria to
classify an asset as "held for sale." The adoption of SFAS No. 144 had no effect
on the Company's consolidated results of operations or financial position.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51" (the Interpretation). The
Interpretation requires the consolidation of entities in which an enterprise
absorbs a majority of the entity's expected losses, receives a majority of the
entity's expected residual returns, or both, as a result of ownership,
contractual or other financial interests in the entity. Currently, entities are
generally consolidated by an enterprise when it has a controlling financial
interest through ownership of a majority voting interest in the entity. The
Company has investments in various affiliates (see Note 2) established for the
purpose of production, processing, and distribution of shell eggs. These
entities are primarily funded with financing from third party lenders, which is
secured by first liens on the assets of the entities. The creditors of the
entities do not have recourse to the Company, except for one entity for which
the Company guarantees 50% of its debt. The Company accounts for these
investments on the equity method of accounting, recording its share of the net
income or loss. The Company has the ability to exercise significant influence
over operating and financial policies. However, the Company does not have a
controlling interest in the respective entities. At May 31, 2003, the Company's
aggregate net investment in these entities totaled $6 million. The portion of
the debt guaranteed was $7.2 million at May 31, 2003. These amounts represent
the Company's maximum exposure to loss at May 31, 2003 as a result of its
involvement with these entities. The Company is currently evaluating the effects
of the issuance of the Interpretation on the accounting for its ownership
interests in these entities.
17
Forward Looking Statements. The foregoing statements contain
forward-looking statements which involve risks and uncertainties and the
Company's actual experience may differ materially from that discussed above.
Factors that may cause such a difference include, but are not limited to, those
discussed in "Factors Affecting Future Performance" below, as well as future
events that have the effect of reducing the Company's available cash balances,
such as unanticipated operating losses or capital expenditures related to
possible future acquisitions. Readers are cautioned not to place undue reliance
on forward-looking statements, which reflect management's analysis only as the
date hereof. The Company assumes no obligation to update forward-looking
statements. See also the Company's reports to be filed from time to time with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934.
Factors Affecting Future Performance. The Company's future operating
results may be affected by various trends and factors which are beyond the
Company's control. These include adverse changes in shell egg prices and in the
grain markets. Accordingly, past trends should not be used to anticipate future
results and trends. Further, the Company's prior performance should not be
presumed to be an accurate indication of future performance.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
See Note 10 to the Company's Consolidated Financial Statements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, schedules, and supplementary data required by
this item are listed in Item 14(a) of this report and included at pages F-1
through F-16 and S-1.
Quarterly Financial Data: (unaudited, amounts in thousands, except per share
data)
Fiscal Year 2003
------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Net sales $ 82,218 $ 94,984 $106,822 $103,438
Gross profit 10,071 15,355 24,808 22,059
Net income (loss) (1,712) 2,009 7,605 4,310
Net income (loss) per share:
Basic $ (.15) $ .17 $ .65 $ .37
Diluted $ (.15) $ .17 $ .64 $ .36
Fiscal Year 2002
------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Net sales $ 72,428 $ 83,759 $ 86,927 $ 83,057
Gross profit 2,697 9,394 12,019 10,294
Net loss (6,100) (2,059) (551) (1,864)
Net loss per share:
Basic $ (.52) $ (.18) $ (.05) $ (.16)
Diluted $ (.52) $ (.18) $ (.05) $ (.16)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
18
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning directors and executive officers is incorporated
by reference from the Company's definitive proxy statement which is to be filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934 in
connection with the Company's 2003 Annual Meeting of Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning executive compensation is incorporated by
reference from the Company's definitive proxy statement which is to be filed
pursuant to Regulation 14A under the Securities Exchange Act of 1934 in
connection with the Company's 2003 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 is incorporated by reference from
the Company's definitive proxy statement which is to be filed pursuant to
Regulation 14A under the Securities Exchange Act of 1934 in connection with the
Company's 2003 Annual Meeting of Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information concerning certain relationships and related transactions
is incorporated by reference from the Company's definitive proxy statement which
is to be filed pursuant to Regulation 14A under the Securities Exchange Act of
1934 in connection the Company's 2003 Annual Meeting of Shareholders.
ITEM 14. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective
based on their evaluation of such controls and procedures as of May 31, 2003.
There was no change in the Company's internal control over financial reporting
during the fiscal quarter ended May 31, 2003 that materially affected, or is
reasonably likely to materially affect, the internal control over financial
reporting.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) Financial Statements
The consolidated financial statements of the Company listed on the
accompanying index to consolidated financial statements are filed as
part of this report.
The financial schedule required by Regulation S-X is filed at page
S-1.
(b) Reports on Form 8-K
No Current Report on Form 8-K was filed by the Company covering an
event during the fourth quarter of Fiscal 2003. No amendments to
previously filed Forms 8-K were filed during the fourth quarter of
fiscal 2003.
19
(c) Exhibits Required by Item 601 of Regulation S-K
The following exhibits are filed herewith or incorporated by
reference:
Exhibit
Number Exhibit
- ------- -------
2 Sale and exchange agreements dated September 13, 1999, by and among B
& N Poultry, et al., and Cal-Maine Foods, Inc. (Omitted exhibits will
be furnished supplementally to the Commission upon request) *******
3.1 Amended and Restated Certificate of Incorporation of the Registrant.*
3.2 By-Laws of the Registrant, as amended.*
4.1 See Exhibits 3.1 and 3.2 as to the rights of holders of the
Registrant's common stock.
10.1 Amended and Restated Term Loan Agreement, dated as of May 29, 1990,
between Cal-Maine Foods, Inc. and Cooperative Centrale Raiffeisen -
Boerenleenbank B.A., "Rabobank Nederland," New York Branch, and
Amended and Restated Revolving Credit Agreement among Cal-Maine Foods,
Inc., and Barclays Banks PLD (New York) and Cooperatieve Centrale
Raiffeisen-Borenleenbank B.A., dated as of 29 May 1990, and amendments
thereto (without exhibits).*
10.1(a) Amendment to Term Loan Agreement (see Exhibit 10.1) dated as of June
3, 1997 (without exhibits). **
10.2 Note Purchase Agreement, dated as of November 10, 1993, between John
Hancock Mutual Life Insurance Company and Cal-Maine Foods, Inc., and
amendments thereto (without exhibits).*
10.3 Loan Agreement, dated as of May 1, 1991, between Metropolitan Life
Insurance Corporation and Cal-Maine Foods, Inc., and amendments
thereto (without exhibits).*
10.4 Employee Stock Ownership Plan, as Amended and Restated.* +
10.5 1993 Stock Option Plan, as Amended.* +
10.6 Wage Continuation Plan, dated as of January1, 1986, among R.K. Looper,
B.J. Raines, and the Registrant.* +
10.6(a) Amendment dated October 29, 1997 to Wage Continuation Plan, dated as
of January 1, 1986, between B.J. Raines and the Registrant. ****+
10.7 Wage Continuation Plan, dated as of July 1, 1986, between Jack Self
and the Registrant, as amended on September 2, 1994.* +
10.8 Wage Continuation Plan, dated as of April 15, 1988, between Joe Wyatt
and the Registrant.* +
10.9 Redemption Agreement, dated March 7, 1994, between the Registrant and
Fred R. Adams, Jr.*
10.10 Note Purchase Agreement, dated December 18, 1997, among Cal-Maine
Foods, Inc., Cal-Maine Farms, Inc., Cal-Maine Egg Products, Inc.,
Cal-Maine Partnership, LTD, CMF of Kansas LLC and First South
Production Credit Association and Metropolitan Life Insurance Company
(without exhibits, except names of guarantors and forms of notes) ***
10.11 Wage Continuation Plan, dated as of January 14, 1999, among Stephen
Storm, Charles F. Collins, Bob Scott, and the Registrant *****+
20
10.12 Secured note purchase agreement dated September 28, 1999 among
Cal-Maine Foods, Inc., Cal-Maine Partnership, LTD, and John Hancock
Mutual Life Insurance Company, and John Hancock Variable Life
Insurance Company (without exhibits, annexes and disclosure schedules)
******
10.13 1999 Stock Option Plan *********+
21 Subsidiaries of the Registrant
23 Consent of Independent Auditors
99.1 Certification of The Chief Executive Officer
99.2 Certification of The Chief Financial Officer
99.3 Written statement of The Chief Executive Officer and The Chief
Financial Officer
________________________________
+ Management contract or compensatory plan.
* Incorporated by reference to the same exhibit number in Registrant's
Form S-1 Registration Statement No. 333-14809.
** Incorporated by reference to the same exhibit number in Registrant's
Form 10-K for fiscal year ended May 31,1997.
*** Incorporated by reference to the same exhibit number in Registrant's
Form 10-Q for the quarter ended November 29, 1997.
**** Incorporated by reference to the same exhibit number in Registrant's
Form 10-K for fiscal year ended May 30, 1998.
***** Incorporated by reference to the same exhibit number in Registrant's
Form 10-K for fiscal year ended May 29, 1999.
****** Incorporated by reference to the same exhibit number in Registrant's
Form 10-Q for the quarter ended November 27, 1999.
******* Incorporated by reference to the same exhibit number in Registrant's
Form 8-K, dated September 30, 1999.
******** Incorporated by reference to Registrant's form S-8 Registration
Statement No. 333-39940, dated June 23, 2000.
The Company agrees to file with the Securities and Exchange Commission, upon
request, copies of any instrument defining the rights of the holders of its
consolidated long-term debt.
(d) Financial Statement Schedules Required by Regulation S-X
The financial statement schedule required by Regulation S-X is filed at page
S-1. 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.
21
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 Jackson,
Mississippi, on this 12th day of August, 2003.
CAL-MAINE FOODS, INC.
/s/ Fred R. Adams, Jr.
---------------------------------
Fred R. Adams, Jr.
Chairman of the Board and
Chief Executive Officer
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/ Fred R. Adams, Jr. Chairman of the Board and August 12, 2003
- ----------------------- Chief Executive Officer
Fred R. Adams, Jr. (Principal Executive Officer)
/s/ Richard K. Looper Vice Chairman of the Board August 12, 2003
- ----------------------- and Director
Richard K. Looper
/s/ Adolphus B. Baker President and Director August 12, 2003
- -----------------------
Adolphus B. Baker
/s/ Bobby J. Raines Vice President, Chief Financial August 12, 2003
- ----------------------- Officer, Treasurer, Secretary
Bobby J. Raines and Director
(Principal Financial Officer)
/s/ Charles F. Collins Vice President, Controller August 12, 2003
- ----------------------- and Director
Charles F. Collins (Principal Accounting Officer)
/s/ Jack B. Self Vice President and Director August 12, 2003
- -----------------------
Jack B. Self
/s/ Joe M. Wyatt Vice President and Director August 12, 2003
- -----------------------
Joe M. Wyatt
/s/ W. D. Cox Director August 12, 2003
- -----------------------
W. D. Cox
/s/ R. Faser Triplett Director August 12, 2003
- -----------------------
R. Faser Triplett
/s/ Letitia C. Hughes Director August 12, 2003
- -----------------------
Letitia C. Hughes
22
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Auditors.............................................. F-2
Consolidated Balance Sheets as of May 31, 2003 and June 1, 2002............. F-3
Consolidated Statements of Operations for the years ended
May 31, 2003, June 1, 2002 and June 2, 2001................................ F-4
Consolidated Statements of Stockholders' Equity for the years
ended May 31, 2003, June 1, 2002 and June 2, 2001.......................... F-5
Consolidated Statements of Cash Flows for the years ended
May 31, 2003, June 1, 2002 and June 2, 2001................................ F-6
Notes to Consolidated Financial Statements.................................. F-7
F-1
Report of Independent Auditors
The Board of Directors and Stockholders
Cal-Maine Foods, Inc.
We have audited the accompanying consolidated balance sheets of Cal-Maine Foods,
Inc. and subsidiaries as of May 31, 2003 and June 1, 2002, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended May 31, 2003. Our audits also
included the financial statement schedule listed in the index at Item 14(a).
These financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Cal-Maine Foods, Inc. and subsidiaries at May 31, 2003 and June 1, 2002, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended May 31, 2003, in conformity with accounting
principles generally accepted in the United States. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
/s/ Ernst & Young LLP
Jackson, Mississippi
July 18, 2003
F-2
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share amounts)
May 31 June 1
2003 2002
------------------------
Assets
Current assets:
Cash and cash equivalents $ 6,092 $ 4,878
Receivables:
Trade receivables, less allowance for doubtful
accounts of $1,158 in 2003 and $175 in 2002 18,914 15,536
Other 579 1,844
------------------------
19,493 17,380
Recoverable federal income taxes 6,860 6,031
Inventories 51,005 46,108
Prepaid expenses and other current assets 1,729 911
------------------------
Total current assets 85,179 75,308
Other assets:
Notes receivable and investments 7,254 7,116
Goodwill 3,147 3,147
Other 1,620 1,865
------------------------
12,021 12,128
Property, plant and equipment, less
accumulated depreciation 138,192 142,218
------------------------
Total assets $ 235,392 $ 229,654
========================
Liabilities and stockholders' equity
Current liabilities:
Note payable to bank $ -- $ 7,000
Trade accounts payable 21,386 18,467
Accrued wages and benefits 5,642 5,621
Accrued expenses and other liabilities 6,004 4,779
Current maturities of long-term debt 12,592 10,364
Deferred income taxes 11,806 11,767
------------------------
Total current liabilities 57,430 57,998
Long-term debt, less current maturities 95,652 107,998
Other noncurrent liabilities 1,481 1,450
Deferred income taxes 14,744 7,748
------------------------
Total liabilities 169,307 175,194
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares - 30,000,000
Issued and outstanding shares - 17,565,200 176 176
Class A common stock, $.01 par value:
Authorized shares - 1,200,000
Issued and outstanding shares - 1,200,000 12 12
Paid-in capital 18,784 18,784
Retained earnings 60,212 48,587
Common stock in treasury (7,000,812 shares
in 2003 and 2002) (13,099) (13,099)
------------------------
Total stockholders' equity 66,085 54,460
------------------------
Total liabilities and stockholders' equity $ 235,392 $ 229,654
========================
See accompanying notes.
F-3
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts)
Fiscal year ended
------------------------------------
May 31 June 1 June 2
2003 2002 2001
------------------------------------
Net sales $ 387,462 $ 326,171 $ 358,412
Cost of sales 315,169 291,767 299,417
------------------------------------
Gross profit 72,293 34,404 58,995
Selling, general and administrative 46,029 42,332 42,337
------------------------------------
Operating income (loss) 26,264 (7,928) 16,658
Other income (expense):
Interest expense (8,272) (8,580) (9,072)
Interest income 176 77 336
Equity in income (loss) of affiliates 442 (480) 415
Other, net 527 547 2,378
------------------------------------
(7,127) (8,436) (5,943)
------------------------------------
Income (loss) before income taxes 19,137 (16,364) 10,715
Income tax expense (benefit) 6,925 (5,790) 3,891
------------------------------------
Net income (loss) $ 12,212 $ (10,574) $ 6,824
====================================
Net income (loss) per share:
Basic $ 1.04 $ (.90) $ .57
====================================
Diluted $ 1.03 $ (.90) $ .56
====================================
Weighted average shares outstanding:
Basic 11,764 11,764 12,051
====================================
Diluted 11,862 11,764 12,120
====================================
See accompanying notes.
F-4
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(in thousands, except per share amounts)
Common Stock
------------------------------------------------------------
Class A Class A Treasury Treasury Paid-in Retained
Shares Amount Shares Amount Shares Amount Capital Earnings Total
------------------------------------------------------------------------------------------------
Balance at June 3, 2000 17,565 $176 1,200 $12 6,551 $(11,154) $18,784 $53,535 $61,353
Purchases of common stock
for treasury -- -- -- -- 313 (1,374) -- -- (1,374)
Cash dividends paid ($.05
per common share) -- -- -- -- -- -- -- (607) (607)
Net income for fiscal 2001 -- -- -- -- -- -- -- 6,824 6,824
------------------------------------------------------------------------------------------------
Balance at June 2, 2001 17,565 176 1,200 12 6,864 (12,528) 18,784 59,752 66,196
Purchases of common stock
For treasury -- -- -- -- 137 (571) -- -- (571)
Cash dividends paid ($.05
per Common share) -- -- -- -- -- -- -- (591) (591)
Net loss for fiscal 2002 -- -- -- -- -- -- -- (10,574) (10,574)
------------------------------------------------------------------------------------------------
Balance at June 1, 2002 17,565 176 1,200 12 7,001 (13,099) 18,784 48,587 54,460
Cash dividends paid ($.05
per Common share) (587) (587)
Net income for fiscal 2003 12,212 12,212
------------------------------------------------------------------------------------------------
Balance at May 31, 2003 17,565 $176 1,200 $12 7,001 $(13,099) $18,784 $60,212 $66,085
================================================================================================
See accompanying notes.
F-5
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Fiscal year ended
---------------------------------
May 31 June 1 June 2
2003 2002 2001
---------------------------------
Cash flows from operating activities
Net income (loss) $ 12,212 $(10,574) $ 6,824
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 16,624 17,310 17,542
Deferred income taxes 7,035 241 3,406
Equity in (income) loss of affiliates (442) 480 (415)
Gain on disposal of property, plant
and equipment (327) (185) (201)
Change in operating assets and liabilities:
Receivables and other assets (3,670) (7,397) 2,976
Inventories (4,897) 1,014 (3,209)
Accounts payable, accrued expenses
and other liabilities 4,196 (625) 3,500
---------------------------------
Net cash provided by operating activities 30,731 264 30,423
Cash flows from investing activities
Purchases of property, plant and equipment (12,546) (15,552) (14,060)
Payments received on notes receivable
and from investments 420 456 1,697
Increase in notes receivable and investments (215) (379) (1,331)
Net proceeds from disposal of property,
plant and equipment 529 1,100 736
---------------------------------
Net cash used in investing activities (11,812) (14,375) (12,958)
Cash flows from financing activities
Net borrowings (payments) on note
payable to bank (7,000) 7,000 (7,500)
Long-term borrowings -- 9,000 5,040
Principal payments on long-term debt (10,118) (8,978) (6,436)
Purchases of common stock for treasury -- (571) (1,374)
Payments of dividends (587) (591) (607)
---------------------------------
Net cash provided by (used in) financing
activities (17,705) 5,860 (10,877)
---------------------------------
Increase (decrease) in cash and cash
equivalents 1,214 (8,251) 6,588
Cash and cash equivalents at beginning
of year 4,878 13,129 6,541
---------------------------------
Cash and cash equivalents at end of year $ 6,092 $ 4,878 $ 13,129
=================================
See accompanying notes.
F-6
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)
May 31, 2003
1. Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Cal-Maine Foods,
Inc. and its subsidiaries (the "Company") all of which are wholly-owned. All
significant intercompany transactions and accounts have been eliminated in
consolidation.
Business
The Company is engaged in the production, processing and distribution of shell
eggs and livestock operations. The Company's operations are significantly
affected by the market price fluctuation of its principal products sold, shell
eggs, and the costs of its principal feed ingredients, corn and other grains.
Primarily all of the Company's sales are to wholesale egg buyers in the
southeastern, southwestern, mid-western and mid-Atlantic regions of the United
States. Credit is extended based upon an evaluation of each customer's financial
condition and credit history and generally collateral is not required. Credit
losses have consistently been within management's expectations. One customer
accounted for 12.8%, 13.3%, and 13.2% of the Company's net sales in fiscal 2003,
2002 and 2001, respectively. Another customer accounted for 21.3% and 19.2% of
the Company's net sales in fiscal 2003 and 2002, respectively.
Use of Estimates
The preparation of the consolidated financial statements in conformity with
accounting principles general accepted in the United States requires management
to make estimates and assumptions that affect the amount reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
Inventories
Inventories of eggs, feed, supplies and livestock are valued principally at the
lower of cost (first-in, first-out method) or market.
The cost associated with flocks, consisting principally of chick purchases,
feed, labor, contractor payments and overhead costs, are accumulated during a
growing period of approximately 18 weeks. Flock costs are amortized over the
productive lives of the flocks, generally one to two years.
F-7
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.
Impairment of Long-Lived Assets
The Company continually reevaluates the carrying value of its long-lived assets
for events or changes in circumstances which indicate that the carrying value
may not be recoverable. As part of this reevaluation, the Company estimates the
future cash flows expected to result from the use of the asset and its eventual
disposal. If the sum of the expected future cash flows (undiscounted and without
interest charges) is less than the carrying amount of the asset, an impairment
loss is recognized through a charge to operations.
Intangible Assets
Included in other assets are loan acquisition costs which are amortized over the
life of the related loan and franchise fees which are amortized over ten years.
Goodwill
The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (SFAS 142), effective June 3, 2001. Under
SFAS 142, goodwill and indefinite lived intangible assets are no longer
amortized but are reviewed annually, or more frequently if impairment indicators
arise, for impairment. Accordingly, the Company ceased amortization of goodwill
in fiscal 2002. Had the Company accounted for goodwill under SFAS No. 142 for
fiscal 2001, the Company's net income and income per share would have been
$6,980 and $.58, respectively.
Revenue Recognition and Delivery Costs
Revenue is recognized when product is delivered to customers.
Costs to deliver product to customers are included in selling, general and
administrative expenses in the accompanying consolidated statements of
operations and totaled $18,234, $17,954 and $19,036 in fiscal 2003, 2002 and
2001, respectively.
Income Taxes
Income taxes have been 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.
Stock Based Compensation
The Company accounts for stock option grants in accordance with APB Opinion No.
25, "Accounting for Stock Issued to Employees".
F-8
The following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation," which require compensation cost for all stock-based employee
compensation plans to be recognized based on the use of a fair value method (in
thousands, except per share amounts):
Fiscal year ended
-----------------------------------
May 31 June 1 June 2
2003 2002 2001
-----------------------------------
Net income (loss) $ 12,212 $ (10,574) $ 6,824
Add: Stock-based employee
compensation expense included in
reported net income 716 (154) 243
Deduct: Total stock-based employee
compensation expense determined
under fair value-based method for
all awards 422 8 239
-----------------------------------
Pro forma net income (loss) $ 12,506 $ (10,736) $ 6,828
===================================
Earnings per share:
Basic-- as reported $ 1.04 $ (.90) $ .57
===================================
Basic-- pro forma 1.06 (.91) .57
===================================
Diluted-- as reported $ 1.03 $ (.90) $ .56
===================================
Diluted-- pro forma 1.05 (.91) .56
===================================
Net Income (Loss) per Common Share
Basic earnings (loss) per share are based on the weighted average common shares
outstanding. Diluted earnings (loss) per share include any dilutive effects of
options and warrants.
Impact of Recently Issued Accounting Standards
In the first quarter of fiscal 2003, the Company adopted Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" (SFAS No. 144). SFAS No. 144 supersedes Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed of," (SFAS No. 121),
however, it retains the fundamental provisions of SFAS No. 121 related to the
recognition and measurement of the impairment of long-lived assets to be "held
and used." In addition, SFAS No. 144 provides more guidance on estimating cash
flows when performing a recoverability test, requires that a long-lived asset to
be disposed other than by sale (e.g., abandoned) be classified as "held and
used" until it is disposed of, and establishes more restrictive criteria to
classify an asset as "held for sale." The adoption of SFAS No. 144 had no effect
on the Company's consolidated results of operations or financial position.
In January 2003, the Financial Accounting Standards Board issued Interpretation
No. 46, "Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletin No. 51" (the Interpretation). The Interpretation
requires the consolidation of entities in which an enterprise absorbs a majority
of the entity's expected losses, receives a majority of the entity's expected
residual returns, or both, as a result of ownership, contractual or other
financial interests in the entity. Currently, entities are generally
consolidated by an enterprise when it has a controlling financial interest
through ownership of a majority voting interest in the entity.
F-9
The Company has investments in various affiliates (see Note 2) established for
the purpose of production, processing, and distribution of shell eggs. These
entities are primarily funded with financing from third party lenders, which is
secured by first liens on the assets of the entities. The creditors of the
entities do not have recourse to the Company, except for one entity for which
the Company guarantees 50% of its debt. The Company accounts for these
investments on the equity method of accounting, recording its share of the net
income or loss. The Company has the ability to exercise significant influence
over operating and financial policies. However, the Company does not have a
controlling interest in the respective entities. At May 31, 2003, the Company's
aggregate net investment in these entities totaled $6 million. The portion of
the debt guaranteed was $7.2 million at May 31, 2003. These amounts represent
the Company's maximum exposure to loss at May 31, 2003 as a result of its
involvement with these entities. The Company is currently evaluating the effects
of the issuance of the Interpretation on the accounting for its ownership
interests in these entities.
Fiscal Year
The Company's fiscal year-end is on the Saturday nearest May 31, which was May
31, 2003, June 1, 2002 (52 weeks) and June 2, 2001 (52 weeks),for the most
recent three fiscal years.
2. Investment in Affiliates
The Company owns 50% of Cumberland Milling JV, Specialty Eggs LLC and Delta Egg
Farm, LLC ("Delta Egg") and 44% of American Egg Products, Inc. at May 31, 2003.
The Company owned 50% of BCM Egg Company ("BCM") a partnership, through May
2000, at which time the Company acquired the other 50% partnership interest.
Investment in affiliates, recorded using the equity method of accounting,
totaled $6,042 and $5,230 at May 31, 2003 and June 1, 2002, respectively. Equity
in income or (loss) of $442, ($480) and $415, from these entities have been
included in the consolidated statements of operations for fiscal 2003, 2002 and
2001, respectively.
The Company is a guarantor of 50% of Delta Egg's long-term debt, which totaled
approximately $14.4 million at May 31, 2003. Delta Egg's long-term debt is
secured by substantially all fixed assets of Delta Egg and is due in monthly
installments through fiscal 2009. Delta Egg is engaged in the production,
processing and distribution of shell eggs. The other 50% owner also guarantees
the debt. The guarantee arose when Delta Egg borrowed funds to construct its
production and processing facility in 1999. The guarantee would be required if
Delta Egg is not able to pay the debt. Management of the Company believes this
possibility is unlikely because Delta Egg is profitable and is now well
capitalized.
3. Inventories
Inventories consisted of the following:
May 31 June 1
2003 2002
------------------------
Flocks $ 33,070 $ 30,836
Eggs 2,752 2,257
Feed and supplies 12,597 10,073
Livestock 2,586 2,942
------------------------
$ 51,005 $ 46,108
========================
F-10
4. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
May 31 June 1
2003 2002
------------------------
Land and improvements $ 33,285 $ 32,846
Buildings and improvements 97,175 91,567
Machinery and equipment 129,893 128,675
Construction-in-progress 7,318 5,608
------------------------
267,671 258,696
Less accumulated depreciation 129,479 116,478
------------------------
$ 138,192 $ 142,218
========================
Depreciation expense was $16,370, $17,067 and $17,014 in fiscal 2003, 2002 and
2001, respectively.
5. Leases
Future minimum payments under noncancelable operating leases that have initial
or remaining noncancelable terms in excess of one year at May 31, 2003 are as
follows:
2004 $ 9,064
2005 8,433
2006 7,996
2007 7,606
2008 5,744
Thereafter 2,687
---------
Total minimum lease payments $ 41,530
=========
Substantially all of the leases provide that the Company pay taxes, maintenance,
insurance and certain other operating expenses applicable to the leased assets.
The Company has guaranteed under certain operating leases the residual value of
transportation equipment at the expiration of the leases. Rent expense was
$9,457, $9,122 and $9,622 in fiscal 2003, 2002 and 2001, respectively. Included
in rent expense are vehicle rents totaling $2,336, $2,444 and $2,892 in fiscal
2003, 2002 and 2001, respectively.
F-11
6. Credit Facilities and Long-Term Debt
Long-term debt consisted of the following:
May 31 June 1
2003 2002
-------------------------
Note payable at 6.7%; due in monthly installments
of $100, plus interest, maturing in 2009 $ 13,200 $ 14,400
Note payable at a variable rate of 4.75% at
June 1, 2002; due in quarterly installments
of $350, plus interest, maturing in 2007 9,329 10,850
Note payable at 8.26%; due in monthly
installments of $155 beginning in 2004,
including interest, maturing in 2015 16,000 16,000
Series A Senior Secured Notes at 6.87%; due in
annual principal installments of $1,917
beginning in December 2002 through 2009 with
interest due semi-annually 9,583 11,500
Series B Senior Secured Notes at 7.18%; due in
annual principal installments of $2,143
beginning in December 2003 through 2009 with
interest due semi-annually 15,000 15,000
Industrial revenue bonds at 7.21%; due in monthly
installments of $120, including interest,
maturing in 2011 10,853 11,528
Note payable at 7.64%; due in monthly installments
of $114, including interest, maturing in 2015 6,159 7,028
Note payable at 7.75%; due in monthly installments
of $55, plus interest, maturing in 2009 3,800 4,460
Note payable at 8.25%; due in monthly installments
of $79, including interest, maturing in 2004 751 1,596
Note payable at 7.56%; due in monthly installments
of $75 beginning in July 2001, plus interest,
maturing in 2009 11,600 12,500
Note payable at 7%; due in quarterly installments
of $107, plus interest, maturing in 2009 4,716 5,143
Note payable at 7.1%; due in quarterly installments
of $214, plus interest, maturing in 2008 4,502 5,358
Note payable at 7.5%; due in monthly installments
of $50, including interest, maturing in 2011 2,614 2,841
Other 137 158
-------------------------
108,244 118,362
Less current maturities 12,592 10,364
-------------------------
$ 95,652 $ 107,998
=========================
F-12
The aggregate annual fiscal year maturities of long-term debt at May 31, 2003
are as follows:
2004 $ 12,592
2005 12,723
2006 12,566
2007 16,354
2008 12,363
Thereafter 41,646
---------
$108,244
=========
The Company has a $35,000 line of credit with three banks. The line of credit,
which expires on December 31, 2005, is limited in availability based upon
accounts receivable and inventories. The Company had $33.4 million available to
borrow under the line of credit at May 31, 2003. Borrowings under the line of
credit bear interest at 3% above the federal funds rate. Facilities fees of 0.5%
per annum are payable quarterly on the unused portion of the line.
Substantially all trade receivables and inventories collateralize the line of
credit and property, plant and equipment collateralize the long-term debt. The
Company is required, by certain provisions of the loan agreements, to maintain
minimum levels of working capital and net worth; to limit dividends, capital
expenditures and additional long-term borrowings; and to maintain various
current, debt-to-equity and interest coverage ratios. Additionally, the chief
executive officer of the Company, or his family, must maintain ownership of not
less than 50% of the outstanding voting stock of the Company. Subsequent to May
31, 2003, the Company obtained amendments to revise certain financial covenant
requirements of its debt agreements and expects to be in compliance with such
requirements through fiscal 2004.
Interest of $8,435, $8,915 and $8,966 was paid during fiscal 2003, 2002 and
2001, respectively. Interest of $419, $316 and $347 was capitalized for
construction of certain facilities during fiscal 2003, 2002 and 2001,
respectively.
7. Employee Benefit Plans
The Company maintains a medical plan that is qualified under Section 401(a) of
the Internal Revenue Code and not subject to tax under present income tax laws.
Under its plan, the Company self-insures, in part, coverage for substantially
all full-time employees with coverage by insurance carriers for certain
stop-loss provisions for losses greater than $100 for each occurrence. The
Company's expenses, including accruals for incurred but not reported claims,
were approximately $6,258, $4,790 and $4,570 in fiscal 2003, 2002, and 2001,
respectively.
The Company has a 401(k) plan which covers substantially all employees.
Participants in the Plan may contribute up to the maximum allowed by Internal
Revenue Service regulations. The Company does not make contributions to the
401(k)plan.
The Company has an employee stock ownership plan (ESOP) that covers
substantially all employees. The Company makes contributions to the ESOP of 3%
of participants' compensation, plus an additional amount determined at the
discretion of the Board of Directors. Contributions may be made in cash or the
Company's common stock. The contributions vest 20% annually beginning with the
participant's third year of service. Beginning in January 2001, company
contributions to the ESOP vest immediately. The Company's contributions to the
plan were $2,056, $1,183 and $968 in fiscal 2003, 2002 and 2001, respectively.
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 these agreements
are based upon deferred compensation earned over the estimated remaining service
life of each officer. Deferred compensation expense totaled approximately $50 in
fiscal 2003, 2002 and 2001.
F-13
8. Stock Option Plan
The Company has elected to follow APB No. 25 and related Interpretations in
accounting for its employee stock options because, as discussed below, the
alternative fair value accounting provided for under Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", (SFAS
No. 123), requires use of option valuation models that were not developed for
use in valuing employee stock options.
Pro forma information regarding net income and net income per share is required
by SFAS No. 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted-average assumptions for fiscal
2003 and 2001: risk-free interest rate of 3% and 7%, respectively; dividend
yield of 1%; volatility factor of the expected market price of the Company's
common stock of .39 and .29, respectively, and a weighted-average expected life
of the options of 5 years. No options were granted by the Company during fiscal
2002. The weighted-average fair value of options granted during fiscal 2003 and
2001 was $1.43 and $1.05, respectively.
A summary of the Company's stock option activity and related information is as
follows:
Weighted-Average
Shares Exercise Price
--------- ----------------
Outstanding at June 3, 2000 514,000 3.06
Granted 15,000 4.19
Exercised (26,000) 3.00
Forfeited (10,000) 3.00
--------
Outstanding at June 2, 2001 493,000 3.10
Exercised (4,000) 3.00
Forfeited (8,000) 3.00
--------
Outstanding at June 1, 2002 481,000 3.10
Granted 71,000 4.05
Exercised (8,400) 3.38
--------
Outstanding at May 31, 2003 543,600 3.22
========
The Company has reserved 800,000 shares under its 1993 Stock Option Plan. The
options have ten-year terms and vest annually over five years beginning one year
from the grant date. At May 31, 2003, no shares were available for grant under
the 1993 plan.
The Company has reserved 500,000 shares under its 1999 Stock Option Plan, all of
which were granted to officers and key employees in fiscal 2000. Each stock
option granted under the 1999 Stock Option Plan was accompanied by the grant of
a Tandem Stock Appreciation Right ("TSAR"). The options and TSARs have ten-year
terms and vest annually over five years beginning one year from the grant date.
Upon exercise of a stock option, the related TSAR is also considered to be
exercised, and the holder will receive a cash payment from the Company equal to
the excess of the fair market value of the Company's common stock and the option
exercise price. Compensation expense (benefit) of $1,119, $(240) and $380
applicable to this plan was recognized in fiscal 2003, 2002 and 2001,
respectively.
The weighted average remaining contractual life of the options outstanding was 7
years at May 31, 2003, 6 years at June 1, 2002 and 8 years at June 2, 2001. Of
the total options outstanding, 275,600, 203,800 and 110,000 were exercisable at
May 31, 2003, June 1, 2002 and June 2, 2001, respectively.
F-14
9. Income Taxes
Income tax expense (benefit) consisted of the following:
Fiscal year ended
-----------------------------------------
May 31 June 1 June 2
2003 2002 2001
-----------------------------------------
Current:
Federal $ (81) $(6,031) $ 485
State (29) - -
-----------------------------------------
(110) (6,031) 485
Deferred:
Federal 6,579 395 3,053
State 456 (154) 353
-----------------------------------------
7,035 241 3,406
-----------------------------------------
$ 6,925 $(5,790) $ 3,891
=========================================
Significant components of the Company's deferred tax liabilities were as
follows:
May 31 June 1
2003 2002
-------------------------
Deferred tax liabilities:
Property, plant and equipment $ 12,697 $ 12,151
Cash basis temporary differences 2,389 2,548
Inventories 12,837 12,145
Other 2,683 1,842
-------------------------
Total deferred tax liabilities 30,606 28,686
Deferred tax assets:
Federal and state net operating
loss carryforwards 416 5,994
Other 3,640 3,177
-------------------------
Total deferred tax assets 4,056 9,171
-------------------------
Net deferred tax liabilities $ 26,550 $ 19,515
=========================
Effective May 29, 1988, the Company could no longer use cash basis accounting
for its farming subsidiary because of tax law changes. The Taxpayer Relief Act
of 1997 provides that taxes on the cash basis temporary differences as of that
date are generally payable over 20 years beginning in fiscal 1999 or in full in
the first fiscal year in which there is a change in ownership control. The
Company uses the farm-price method for valuing inventories for income tax
purposes.
F-15
The differences between income tax expense (benefit) at the Company's effective
income tax rate and income tax expense (benefit) at the statutory federal income
tax rate were as follows:
Fiscal year ended
-----------------------------------
May 31 June 1 June 2
2003 2002 2001
-----------------------------------
Statutory federal income tax (benefit) $ 6,507 $(5,564) $ 3,643
State income taxes (benefit), net 301 (102) 233
Other, net (benefit) 117 (124) 15
-----------------------------------
$ 6,925 $(5,790) $ 3,891
===================================
Federal and state income taxes of $1,610, $100 and $219 were paid in fiscal
2003, 2002 and 2001, respectively. Federal and state income taxes of $1,377,
$164 and $4,409 were refunded in fiscal 2003, 2002 and 2001, respectively. The
Company has net operating loss carryforwards for state income tax purposes of
$37,300, which expire at various dates in fiscal 2015 through 2022.
10. Other Matters
The carrying amounts in the consolidated balance sheet for cash and cash
equivalents, accounts receivable, notes receivable and investments and accounts
payable approximate their fair values. The fair value of the Company's long-term
debt is estimated to be $111.2 million. The fair values for notes receivable and
long-term debt are estimated using discounted cash flow analysis, based on the
Company's current incremental borrowing rates for similar arrangements.
The Company's interest expense is sensitive to changes in the general level of
U.S. interest rates. The Company maintains certain of its debt as fixed rate in
nature to mitigate the impact of fluctuations in interest rates. Under its
current policies, the Company does not use interest rate derivative instruments
to manage its exposure to interest rate changes. A one percent (1%) adverse move
(decrease) in interest rates would adversely affect the net fair value of the
Company's debt by $4.1 million at May 31, 2003. The Company is a party to no
other market risk sensitive instruments requiring disclosure.
The Company is the defendant in certain legal actions. It is the opinion of
management, based on advice of legal counsel, that the outcome of these actions
will not have a material adverse effect on the Company's consolidated financial
position or operations.
In Fiscal 2003 and 2002, the Company recognized $9,466 and $1,862, respectively,
in vendor settlements pertaining to overcharges for vitamins purchased by the
Company over a number of years. The settlements are reflected in the
accompanying consolidated financial statements as a reduction of cost of sales.
On July 11, 2003, Cal-Maine's Board of Directors voted to explore the
possibility of the Company becoming privately held.
F-16
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended May 31, 2003, June 1, 2002 and June 2, 2001
(in thousands)
Balance
Balance at Charged to Write-off at
Beginning Cost and of End of
Description of Period Expense Accounts Period
- --------------------------------------------------------------------------------
Year ended May 31, 2003:
Allowance for doubtful accounts $175 $1,279 $296 $1,158
Year ended June 1, 2002:
Allowance for doubtful accounts $590 $(5) $410 $175
Year ended June 2, 2001:
Allowance for doubtful accounts $305 $678 $393 $590
S-1
CAL-MAINE FOODS, INC.
Form 10-K for the fiscal year
Ended May 31, 2003
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
21 Subsidiaries of Cal-Maine Foods, Inc
23 Consent of Independent Auditors
31.1 Certification of The Chief Executive Officer
31.2 Certification of The Chief Financial Officer
32 Written Statement of The Chief Executive
Officer and Chief Financial Officer