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 JUNE 1, 2002
| | 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)
As of August 1, 2002, 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 $10,296,400, 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 2002 Annual
Meeting of Shareholders to be held on October 3, 2002, to be filed with the
Securities and Exchange Commission on or about September 3, 2002.
TABLE OF CONTENTS
Page
Item Number
- ---- ------
Part I
1. Business.............................................................. 3
2. Properties............................................................ 7
3. Legal Proceedings..................................................... 8
4. Submission of Matters to a Vote of Security Holders................... 8
Part II
5. Market for the Registrant's Common Stock and Related
Stockholder Matters.................................................. 9
6. Selected Financial Data............................................... 10
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 10
7A. Quantitative and Qualitative Disclosures About Market Risk............ 17
8. Financial Statements and Supplementary Data........................... 17
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................. 17
Part III
10. Directors and Executive Officers of the Registrant.................... 18
11. Executive Compensation................................................ 18
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters........................... 18
13. Certain Relationships and Related Transactions........................ 18
Part IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K....... 18
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 98% of the Company's net sales in fiscal 2002 and 2001. The
Company is the largest producer and distributor of fresh shell eggs in the
United States and during fiscal 2002, had sales of approximately 562 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.
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 21.5 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 491 million over the past five fiscal years. Net sales
amounted to $326.2 million in fiscal 2002 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.
3
Acquisitions of Egg Production and Processing Facilities
Layers
Fiscal 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 fiscal 2003 at an estimated cost
of $18.0 million, adding approximately 1,500,000 layer capacity.
Although it has made no acquisitions in the past two 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.
4
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 85%
of its total fiscal 2002 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 60% of total cost in the last five years,
or an average of approximately 56%. 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 which 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 562 million dozen shell eggs sold by the Company in the
fiscal year ended June 1, 2002, 431 million were produced by Company flocks.
5
Sales of shell eggs primarily are made to national and regional supermarket
chains that buy direct from the Company. During fiscal 2002, two customers
accounted for more than 10% of net sales. A major Texas grocery retailer,
H.E.Butt Grocery Company, accounted for 13.3% of net sales and two affiliated
national retailers, Wal-Mart and Sam's Club, on a combined basis accounted for
19.2% of net sales. The top 10 customers accounted for 61% 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 239, 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. Eggo 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 Eggo land's Best(TM) eggs, under license from Eggo 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. Eggo land's Best(TM) eggs accounted
for approximately 5.6% of the Company's net sales in fiscal 2002. "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 account for 2.2% of net
sales. 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 2% of the
Company's net sales in fiscal 2002.
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.
6
The shell egg production and processing industry has been characterized by
a growing concentration of production. In 2001, 64 producers with one million or
more layers owned 80% of the 280 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 June 1, 2002, the Company had a total of approximately
1,530 employees of whom 1,370 worked in egg production, processing and
marketing, 90 were engaged in feed mill operations, 30 in dairy activities, and
40 were administrative employees, including officers, at the Company's executive
offices. About 7% of the Company's personnel is 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, 20 production facilities, 14 pullet
growing facilities, 20 processing and packing facilities, two wholesale
distribution facilities, and a dairy farm. Most of the Company's property is
owned and encumbered. See Notes 5, 6, and 7 of the Notes to Consolidated
Financial Statements of the Company.
The Company operates 303 over-the-road tractors and 366 trailers, of which
215 and 232 are owned, respectively, and the balance are financed with TRAC
leases.
At June 1, 2002, 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) 20,000,000 - 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 21 million layers, of which 3.0 million
are cared for by contract producers.
(3) One case equals 30 dozen eggs.
7
Over the past five fiscal years, Cal-Maine's capital expenditures have
totaled approximately $139.8 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
The Company is not a party to any 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 June 1,
2002.
8
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 June 1, 2002, there were approximately 286 record holders of
the Company's Common Stock and approximately 850 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 2002 and
fiscal 2001.
Cash
Dividend
Sales Price Declared
----------------- --------
Year Ended Fiscal Quarter High Low
---------- -------------- ------ ------
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
June 2, 2001 First Quarter $ 4.38 $ 3.25 $ .0125
Second Quarter 4.31 3.13 .0125
Third Quarter 6.63 4.00 .0125
Fourth Quarter 5.38 4.41 .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.
9
ITEM 6. SELECTED FINANCIAL DATA
Fiscal Years Ended
------------------
June 1, June 2, June 3, May 29, May 30,
2002 2001 2000 1999 1998
------- ------- ------- ------- -------
(Amounts in thousands, except per share data)
Statement of Operations Data:
Net sales $ 326,171 $ 358,412 $ 287,055 $ 287,954 $ 309,071
Cost of sales 291,767 299,417 268,937 242,022 264,636
---------------------------------------------------------
Gross profit 34,404 58,995 18,118 45,932 44,435
Selling, general and
administrative 42,332 42,337 40,059 36,406 34,089
---------------------------------------------------------
Operating income (loss) (7,928) 16,658 (21,941) 9,526 10,346
Other income (expense):
Interest expense (8,503) (8,736) (7,726) (5,195) (4,583)
Equity in income (loss) of
affiliates (480) 415 130 326 294
Other 547 2,378 2,525 3,330 2,268
---------------------------------------------------------
(8,436) (5,943) (5,071) (1,539) (2,021)
---------------------------------------------------------
Income (loss) before income tax (16,364) 10,715 (27,012) 7,987 8,325
Income tax expense (benefit) (5,790) 3,891 (9,633) 2,907 2,946
---------------------------------------------------------
Net income (loss) $ (10,574) $ 6,824 $ (17,379) $ 5,080 $ 5,379
=========================================================
Net income (loss) per common
share:
Basic $ (.90) $ .57 $ (1.41) $ 0.39 $ 0.41
=========================================================
Diluted $ (.90) $ .56 $ (1.41) $ 0.39 $ 0.40
=========================================================
Cash dividends declared per
share $ 0.050 $ 0.050 $ 0.048 $ 0.045 $ 0.020
=========================================================
Weighted average shares
outstanding:
Basic 11,764 12,051 12,362 12,999 13,191
=========================================================
Diluted 11,764 12,120 12,362 13,114 13,428
=========================================================
Balance Sheet Data:
Working capital $ 17,310 $ 28,386 $ 18,485 $ 48,501 $ 56,591
Total assets 229,654 234,752 231,899 213,682 203,188
Total debt (including current 118,362 118,340 119,736 84,004 75,498
portion)
Total stockholders' equity 54,460 66,196 61,353 80,584 79,547
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 June
1, 2002 (52 weeks) June 2, 2001 (52 weeks) and June 3, 2000 (53 weeks) for the most recent three
fiscal years.
10
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
over 98% of the Company's net sales in fiscal 2002 and 2001. 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 15% 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 56% 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
-----------------------
June 1, 2002 June 2, 2001 June 3, 2000
------------ ------------ ------------
Net sales 100.0 % 100.0% 100.0 %
Cost of sales 89.5 83.5 93.7
----- ----- -----
Gross profit 10.5 16.5 6.3
Selling, general &
administrative expenses 12.9 11.8 14.0
----- ----- -----
Operating income (loss) (2.4) 4.7 (7.7)
Other income (expense) (2.6) (1.7) (1.7)
----- ----- -----
Income (loss) before taxes (5.0) 3.0 (9.4)
Income tax expense (benefit) (1.8) 1.1 (3.3)
----- ----- -----
Net income (loss) (3.2)% 1.9% (6.1)%
===== ===== =====
11
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 last fiscal year. 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 last fiscal
year, 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 last
fiscal year. 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
12
Fiscal Year Ended June 2, 2001 Compared to Fiscal Year Ended June 3, 2000
Net Sales. Net sales for the fiscal year ended June 2, 2001 were $358.4
million, an increase of $71.3 million, or 24.9%, from net sales of $287.1
million for the preceding fiscal year. The increase resulted from increases in
dozens sold and selling prices of shell eggs. In fiscal 2001, total dozens of
shell eggs sold were 545.1 million, an increase of 18.9 million dozen, or 3.6%,
compared to 526.2 million dozen sold in fiscal 2000. Good consumer demand and a
lower, balanced egg supply resulted in higher egg selling prices during the
current fiscal year. The Company's average selling price of shell eggs increased
from $.507 per dozen for fiscal 2000 to $.625 per dozen for fiscal 2001, an
increase of $.118 per dozen, or 23.3%.
Cost of Sales. Cost of sales for the fiscal year ended June 2, 2001 was
$299.4 million, an increase of $30.5 million, or 11.3%, as compared to cost of
sales of $268.9 million for fiscal 2000. The increase was due to increases in
dozens sold, cost of purchases from outside egg producers, and cost of feed
ingredients. The 3.6% increase in dozens sold was the net result of an increase
in dozens produced in Company facilities and a decrease 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 improved egg market conditions. Feed
cost for fiscal 2001 was $.197 per dozen, compared to $.188 per dozen for last
fiscal year, an increase of 4.8%. A 23.3% increase in egg selling prices, offset
by a 11.3% increase in cost of goods sold resulted in an increase in gross
profit from 6.3% of net sales for fiscal 2000 to 16.5% of net sales for fiscal
2001.
Selling, General and Administrative Expenses. Selling, general and
administrative expense in fiscal 2001 was $42.3 million, an increase of $2.2
million, or 5.7%, as compared to $40.1 million for fiscal 2000. The increase in
cost is due to increased dozens sold and higher delivery costs, especially in
fuel and outside contract hauling. On a cost per dozen sold basis, selling,
general and administrative remained approximately the same, $.078 per dozen for
fiscal 2001, as compared to $.076 per dozen for last fiscal year. As a percent
of net sales, selling, general and administrative expense decreased from 14.0%
for fiscal 2000 to 11.8% for fiscal 2001.
Operating Income (Loss). As a result of the above, the Company's operating
income was $16.7 million for fiscal 2001, as compared to an operating loss of
$21.9 million for fiscal 2000. As a percent of net sales, the operating income
for fiscal 2001 was 4.7%, as compared to an operating loss of 7.7% for fiscal
2000.
Other Income (Expense). Other expense for fiscal 2001 was $5.9 million, an
increase of $872,000, as compared to other expense of $5.1 million for fiscal
2000. For fiscal 2001, interest expense increased $1.3 million and net other
income increased $474,000. Interest expense increased due to increased borrowing
during fiscal 2001, primarily on the Company's line of credit. The line of
credit increased through the first quarter of fiscal 2001 and was repaid during
the third quarter. As a percent of net sales, other expense was 1.7% in both
fiscal 2001 and 2000.
Income Taxes. As a result of the above, the Company's pre-tax income was
$10.7 million for the fiscal 2001 year, compared to a pre-tax loss of $27.0
million for fiscal 2000. For the fiscal 2001 year, income tax expense totaled
$3.9 million with an effective tax rate of 36.3%, as compared to an income tax
benefit of $9.6 million with an effective rate of 35.7% for fiscal 2000.
Net Income (Loss). As a result of the above, net income for fiscal 2001 was
$6.8 million or $0.57 per basic share and $0.56 per diluted share, compared to
net loss of $17.4 million, or $1.41 per basic and diluted share for fiscal 2000.
13
Capital Resources and Liquidity. The Company's working capital at June 1,
2002 was $17.3 million compared to $28.4 million at June 2, 2001. The Company's
current ratio was 1.30 at June 1, 2002 as compared with 1.59 at June 2, 2001.
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, of which $7.0 million was outstanding
at June 1, 2002. The Company's long-term debt at June 1, 2002, including current
maturities, amounted to $118.4 million, as compared to $118.3 million at June 2,
2001.
For the fiscal year ended June 1, 2002, $264,000 was provided by operating
activities. The Company had additional long-term borrowings of $9.0 million,
$7.0 million borrowings on its line of credit, $1.1 million net proceeds from
disposal of property, plant and equipment and $456,000 in payments received on
notes receivable and from investments. In fiscal 2002, $9.1 million was used for
construction projects and $6.5 million for purchases of property, plant and
equipment. Approximately $571,000 was used for purchases of common stock for
treasury and $591,000 for dividend payments on the common stock. Principal
payments of $9.0 million were made on long-term debt. The net result of these
activities was a decrease in cash and cash equivalents of $8.3 million for
fiscal 2002.
According to U.S. Department of Agriculture reports during the past eight
calendar months, the chick hatch has been 13.6% lower than the same period last
calendar year, resulting in lower projected hen numbers for the upcoming year.
This could result in decreased egg production and upward pressure on egg prices.
Egg demand is very good for domestic use, with export demand down slightly.
Although industry projections concerning the fall 2002 grain crop are uncertain
at this date, current grain commodities futures trading levels indicate that the
cost of feed ingredients may be at higher price levels for the fiscal 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 June 1, 2002, the Company did not meet
certain of these provisions on its long-term debt agreements. The Company has
obtained waivers of these requirements through fiscal 2003. 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 expected in fiscal 2003. The total cost of the facility is
approximately $18.0 million, of which $4.9 million was incurred through June 1,
2002. The Company has commitments from an insurance company to receive $10.0
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 $14.0 million in fiscal 2003,
which will be funded by cash flows from operations and additional long-term
borrowings.
As part of the Smith Farms purchase in September 1999, the Company
completed, during fiscal 2002, construction of egg production and processing
facilities in Searcy, Arkansas and Flatonia, Texas. The projects were funded by
a leasing company. The Searcy facility was completed in the first quarter at a
cost of $20.0 million and Flatonia facility was completed during the second
quarter at a cost of $16.0 million. These facilities are leased with seven-year
terms and accounted for as operating leases.
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.
14
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 $48 million and $28 million,
respectively, at June 1, 2002. The Company is a guarantor of approximately $9
million of long-term debt of one of the affiliates.
Goodwill. At June 1, 2002, the Company's goodwill balance represented 1.4%
of total assets and 5.8% 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.
The Company has only one operating segment, which is its sole reporting
unit. Accordingly, goodwill is tested for impairment at the entity level. No
impairment loss resulted from the transitional impairment test completed during
the
15
quarter ended December 1, 2001. 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 October 2001, the FASB issued 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." Management does not anticipate SFAS No. 144 will
have a significant effect on the Company's consolidated results of operations or
financial position upon its adoption the first quarter of Fiscal 2003.
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.
16
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
See Note 11 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 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)
Fiscal Year 2001
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Net sales $ 75,518 $ 92,589 $103,913 $ 86,392
Gross profit 7,868 18,296 20,559 12,272
Net income (loss) (2,622) 4,226 4,788 432
Net income (loss) per share:
Basic $ (.22) $ .35 $ .40 $ .04
Diluted $ (.22) $ .35 $ .40 $ .04
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
17
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 2002 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 2002 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 2002 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 2002 Annual Meeting of Shareholders.
PART IV
ITEM 14. 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 2002. No amendments to
previously filed Forms 8-K were filed during the fourth quarter of
fiscal 2002.
(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.*
18
3.2 By-Laws of the Registrant, as amended.*
4.1 See Exhibits 3.1 and 3.2 as to be the rights of holders of
the Registrant's common stock.
4.2 Form of Warrant Agreement (including form of Common Stock
Purchase Warrant).*
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 *****+
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
19
23 Consent of Independent Auditors
99.1 Written Statement of The Chief Executive Officer
99.2 Written statement of 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.
20
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, 2002.
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, 2002
- ---------------------- Chief Executive Officer
Fred R. Adams, JR (Principal Executive Officer)
/s/ Richard K. Looper Vice Chairman of the Board August 12, 2002
- ---------------------- and Director
Richard K. Looper
/s/ Adolphus B. Baker President and Director August 12, 2002
- ----------------------
Adolphus B. Baker
/s/ Bobby J. Raines Vice President, Chief Financial August 12, 2002
- ---------------------- Officer, Treasurer, Secretary
Bobby J. Raines and Director
(Principal Financial Officer)
/s/ Charles F. Collins Vice President, Controller August 12, 2002
- ---------------------- and Director
Charles F. Collins (Principal Accounting Officer)
/s/ Jack B. Self Vice President and Director August 12, 2002
- ----------------------
Jack B. Self
/s/ Joe M. Wyatt Vice President and Director August 12, 2002
- ----------------------
Joe M. Wyatt
Director
- ----------------------
W. D. Cox
Director
- ----------------------
R. Faser Triplett
Director
- ----------------------
Letitia C. Hughes
21
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Report of Independent Auditors........................................... F-2
Consolidated Balance Sheets as of June 1, 2002 and June 2, 2001.......... F-3
Consolidated Statements of Operations for the years ended
June 1, 2002, June 2, 2001 and June 3, 2000............................. F-4
Consolidated Statements of Stockholders' Equity for the years
ended June 1, 2002, June 2, 2001 and June 3, 2000....................... F-5
Consolidated Statements of Cash Flows for the years ended
June 1, 2002, June 2, 2001 and June 3, 2000............................. F-6
Notes to Consolidated Financial Statements............................... F-7
F-1
22
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 June 1, 2002 and June 2, 2001, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended June 2, 2001. 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 June 1, 2002 and June 2, 2001, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended June 1, 2002, 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 17, 2002
F-2
23
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share amounts)
June 1 June 2
2002 2001
-----------------------
Assets
Current assets:
Cash and cash equivalents $ 4,878 $ 13,129
Receivables:
Trade receivables, less allowance for doubtful
accounts of $175 in 2002 and $590 in 2001 15,536 15,254
Other 1,844 763
-----------------------
17,380 16,017
Recoverable federal income taxes 6,031 -
Inventories 46,108 47,122
Prepaid expenses and other current assets 911 569
-----------------------
Total current assets 75,308 76,837
Other assets:
Notes receivable and investments 7,116 7,673
Goodwill 3,147 3,147
Other 1,865 2,447
-----------------------
12,128 13,267
Property, plant and equipment, less accumulated
depreciation 142,218 144,648
-----------------------
Total assets $ 229,654 $ 234,752
=======================
Liabilities and stockholders' equity Current
liabilities:
Note payable to bank $ 7,000 $ -
Trade accounts payable 18,467 18,952
Accrued wages and benefits 5,621 5,628
Accrued expenses and other liabilities 4,779 4,912
Current maturities of long-term debt 10,364 7,184
Deferred income taxes 11,767 11,775
-----------------------
Total current liabilities 57,998 48,451
Long-term debt, less current maturities 107,998 111,156
Other noncurrent liabilities 1,450 1,450
Deferred income taxes 7,748 7,499
-----------------------
Total liabilities 175,194 168,556
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 48,587 59,752
Common stock in treasury (7,000,812 shares in
2002 and 6,863,512 shares in 2001) (13,099) (12,528)
------------------------
Total stockholders' equity 54,460 66,196
-----------------------
Total liabilities and stockholders' equity $ 229,654 $ 234,752
=======================
See accompanying notes.
F-3
24
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts)
Fiscal year ended
------------------------------------
June 1 June 2 June 3
2002 2001 2000
------------------------------------
Net sales $ 326,171 $ 358,412 $ 287,055
Cost of sales 291,767 299,417 268,937
------------------------------------
Gross profit 34,404 58,995 18,118
Selling, general and administrative 42,332 42,337 40,059
------------------------------------
Operating income (loss) (7,928) 16,658 (21,941)
Other income (expense):
Interest expense (8,580) (9,072) (7,726)
Interest income 77 336 748
Equity in income (loss) of affiliates (480) 415 130
Other, net 547 2,378 1,777
------------------------------------
(8,436) (5,943) (5,071)
------------------------------------
Income (loss) before income taxes (16,364) 10,715 (27,012)
Income tax expense (benefit) (5,790) 3,891 (9,633)
------------------------------------
Net income (loss) $ (10,574) $ 6,824 $ (17,379)
====================================
Net income (loss) per share:
Basic $ (.90) $ .57 $ (1.41)
====================================
Diluted $ (.90) $ .56 $ (1.41)
====================================
Weighted average shares outstanding:
Basic 11,764 12,051 12,362
====================================
Diluted 11,764 12,120 12,362
====================================
See accompanying notes.
F-4
25
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 May 29, 1999 17,565 $ 176 1,200 $ 12 6,258 $ (9,913) $18,784 $ 71,525 $ 80,584
Purchases of common stock
for treasury - - - - 293 (1,241) - - (1,241)
Cash dividends paid ($.048
per common share) - - - - - - - - (611) (611)
Net loss for fiscal 2000 - - - - - - - (17,379) (17,379)
----------------------------- ----------------------------------------------------------------------
Balance at June 3, 2000 17,565 176 1,200 12 6,551 (11,154) 18,784 53,535 61,353
Purchases of common stock
for treasury - - - - 313 (1,374) - - (1,374)
Cash dividends paid ($.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
====================================================================================================
See accompanying notes.
F-5
26
Cal-Maine Foods, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Fiscal year ended
------------------------------------
June 1 June 2 June 3
2002 2001 2000
------------------------------------
Cash flows from operating activities
Net income (loss) $ (10,574) $ 6,824 $ (17,379)
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization 17,310 17,542 15,806
Provision for doubtful accounts (5) 678 430
Deferred income taxes 241 3,406 (4,711)
Equity in (income) loss of affiliates 480 (415) (130)
Gain on disposal of property, plant
and equipment (185) (201) (1,537)
Change in operating assets and
liabilities, net of effects from
purchases of shell egg production and
processing businesses:
Receivables and other assets (7,392) 2,298 (3,821)
Inventories 1,014 (3,209) 1,420
Accounts payable, accrued expenses
and deferred expenses (625) 3,500 (1,144)
------------------------------------
Net cash provided by (used in)
operating activities 264 30,423 (11,066)
Cash flows from investing activities
Purchases of property, plant and
equipment (15,552) (14,060) (27,922)
Purchases of shell egg production and
processing businesses - - (35,578)
Payments received on notes receivable
and from investments 1,697 2,995
Increase in notes receivable and
investments - (1,331) (1,134)
Net proceeds from disposal of property,
plant and equipment - 736 1,668
------------------------------------
Net cash used in investing activities (14,375) (12,958) (59,971)
Cash flows from financing activities
Net borrowings (payments) on note
payable to bank 7,000 (7,500) 7,500
Long-term borrowings 9,000 5,040 40,295
Principal payments on long-term debt (8,978) (6,436) (4,563)
Purchases of common stock for treasury (571) (1,374) (1,241)
Payments of dividends (591) (607) (611)
------------------------------------
Net cash provided by (used in)
financing activities 5,860 (10,877) 41,380
------------------------------------
Increase (decrease) in cash and cash
equivalents (8,251) 6,588 (29,657)
Cash and cash equivalents at beginning
of year 13,129 6,541 36,198
------------------------------------
Cash and cash equivalents at end of year $ 4,878 $ 13,129 $ 6,541
====================================
See accompanying notes.
F-6
27
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share and per share amounts)
June 1, 2002
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 13.3%, 13.2%, and 10.5% of the Company's net sales in fiscal 2002,
2001 and 2000, respectively. Another customer accounted for 19.2% of the
Company's net sales in fiscal 2002.
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
28
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
In June 2001, the Financial Accounting Standards Board (FASB) issued Statements
of Financial Accounting Standards No. 141, "Business Combinations" (SFAS 141),
and No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). SFAS 141
eliminates the pooling-of-interests method of accounting for business
combinations and requires any business combination completed after June 30,
2001, to be accounted for by the purchase method. Additionally, SFAS 141 changes
the criteria to recognize intangible assets apart from goodwill. 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. Separable intangible assets that have finite lives will continue to
be amortized over their useful lives. The Company adopted SFAS No. 142,
effective June 3, 2001. No impairment loss resulted from the transitional
impairment test completed during the quarter ended December 1, 2001. Had the
Company been accounting for its goodwill under SFAS No. 142 for all periods
presented, the Company's net income (loss) and income (loss) per share would
have been as follows:
Fiscal year ended
------------------------------------
June 1 June 2 June 3
2002 2001 2000
------------------------------------
Reported net income (loss) $ (10,574) $ 6,824 $ (17,379)
Add back goodwill amortization, net of
tax - 156 156
------------------------------------
Pro forma adjusted net income (loss) $ (10,574) $ 6,980 $ (17,223)
====================================
Basic net income (loss) per share:
Reported net income (loss) $ (90) $ 57 $ (1.41)
Goodwill amortization, net of tax - .01 .01
------------------------------------
Pro forma adjusted basic net income
(loss) Per share $ (90) $ .58 $ (1.40)
====================================
Diluted net income (loss) per share:
Reported net income (loss) $ (90) $ 56 $ (1.41)
Goodwill amortization, net of tax - .01 .01
------------------------------------
Pro forma adjusted diluted net income
(loss) Per share $ (90) $ .57 $ (1.40)
====================================
F-8
29
Derivatives
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS No.
133). The provisions of SFAS No. 133 and related amendments require all
derivatives to be recorded on the balance sheet at fair value. SFAS No. 133
establishes "special accounting" for derivatives that are hedges. Derivatives
that are not hedges must be adjusted to fair value through income. The Company
had no derivatives as of June 1, 2002.
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 $17,954, $19,036 and $17,823 in fiscal 2002, 2001 and
2000, 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".
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 October 2001, the FASB issued 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."
Management does not anticipate SFAS No. 144 will have a significant effect on
the Company's consolidated results of operations or financial position upon its
adoption the first quarter of fiscal 2003.
F-9
30
Fiscal Year
The Company's fiscal year-end is on the Saturday nearest May 31, which was June
1, 2002 (52 weeks), June 2, 2001 (52 weeks) and June 3, 2000 (53 weeks), for the
most recent three fiscal years.
2. Acquisitions
In September 1999, the Company purchased substantially all of the assets and
assumed certain liabilities of Smith Farms, Inc. and certain related companies
("Smith Farms") for cash of $36,205. The assets purchased were Smith Farms' egg
production and processing businesses in Texas and Arkansas, and included
approximately 3.9 million laying hens and growing pullets. The purchase price
was allocated to the assets acquired and consisted primarily of accounts
receivable, inventories and property, plant and equipment. The acquisition was
accounted for by the purchase method of accounting. The operating results of the
business acquired are included in the consolidated statements of operations of
the Company for the periods subsequent to the acquisition date.
3. Investment in Affiliates
The Company owns 50% of Cumberland Milling JV, Specialty Eggs LLC and Delta Egg
Farm, LLC ("Delta Egg") and 41.5% of American Egg Products, Inc. at June 1,
2002. 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 $5,230 and $6,364 at June 1, 2002 and June 2, 2001, respectively. Equity
in income (loss) of ($480), $415 and $130, from these entities have been
included in the consolidated statements of operations for fiscal 2002, 2001 and
2000, respectively. The Company purchased $2,589 of eggs from BCM during the
fiscal year ended June 3, 2000, which represented a significant percentage of
BCM's sales.
The Company is a guarantor of 50% of Delta Egg's long-term debt, which totaled
approximately $18 million at June 1, 2002. Delta Egg's long-term debt is secured
by substantially all 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.
F-10
31
4. Inventories
Inventories consisted of the following:
June 1 June 2
2002 2001
-----------------------
Flocks $ 30,836 $ 31,920
Eggs 2,257 3,149
Feed and supplies 10,073 9,459
Livestock 2,942 2,594
-----------------------
$ 46,108 $ 47,122
=======================
5. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
June 1 June 2
2002 2001
-----------------------
Land and improvements $ 32,846 $ 32,133
Buildings and improvements 91,567 87,300
Machinery and equipment 128,675 122,949
Construction-in-progress 5,608 5,915
-----------------------
258,696 248,297
Less accumulated depreciation 116,478 103,649
-----------------------
$ 142,218 $ 144,648
=======================
Depreciation expense was $17,067, $17,014 and $15,349 in fiscal 2002, 2001 and
2000, respectively.
6. Leases
Future minimum payments under noncancelable operating leases that have initial
or remaining noncancelable terms in excess of one year at June 1, 2002 are as
follows:
2003 $ 8,783
2004 8,367
2005 7,737
2006 7,300
2007 6,909
Thereafter 4,254
---------
Total minimum lease payments $ 43,350
=========
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
$9,122, $9,622 and $7,044 in fiscal 2002, 2001 and 2000, respectively. Included
in rent expense are vehicle rents totaling $2,444, $2,892 and $2,729 in fiscal
2002, 2001 and 2000, respectively.
F-11
32
7. Credit Facilities and Long-Term Debt
Long-term debt consisted of the following:
June 1 June 2
2002 2001
-----------------------
Note payable at 6.7%; due in monthly installments
of $100, plus interest, maturing in 2009 $ 14,400 $ 15,600
Note payable at a variable rate of 4.75% at
June 1, 2002; due in quarterly installments
of $350, plus interest, maturing in 2007 10,850 12,250
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 11,500 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 11,528 12,116
Note payable at 7.64%; due in monthly installments
of $114, including interest, maturing in 2004 7,028 7,833
Note payable at 7.75%; due in monthly installments
of $55, plus interest, maturing in 2004 4,460 5,120
Note payable at 8.25%; due in monthly installments
of $79, including interest, maturing in 2004 1,596 2,371
Note payable at 7.56%; due in monthly installments
of $75 beginning in July 2001, plus interest,
maturing in 2009 12,500 13,400
Note payable at 7%; due in quarterly installments
of $107, plus interest, maturing in 2009 5,143 5,572
Note payable at 7.1%; due in quarterly installments
of $214, plus interest, maturing in 2008 5,358 -
Note payable at 7.5%; due in monthly installments
of $50, including interest, maturing in 2011 2,841 -
Other 158 1,578
-----------------------
118,362 118,340
Less current maturities 10,364 7,184
-----------------------
$ 107,998 $ 111,156
=======================
F-12
33
The aggregate annual fiscal year maturities of long-term debt at June 1, 2002
are as follows:
2003 $ 10,364
2004 21,144
2005 10,785
2006 10,852
2007 14,760
Thereafter 50,457
---------
$ 118,362
=========
The Company has a $35,000 line of credit with three banks of which $7,000 was
outstanding at June 1, 2002. The line of credit, which expires on December 31,
2003 is limited in availability based upon accounts receivable and inventories.
The Company had $27,100 available to borrow under the line of credit at June 1,
2002. 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. At June 1, 2002
the Company was in violation of certain financial covenant requirements of a
$16,000 long-term debt agreement. The Company obtained a waiver of such
requirements through June 1, 2003.
Interest of $8,915, $8,966 and $8,770 was paid during fiscal 2002, 2001 and
2000, respectively. Interest of $316, $347 and $372 was capitalized for
construction of certain facilities during fiscal 2002, 2001 and 2000,
respectively.
8. 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 $4,790, $4,570 and $3,688 in fiscal 2002, 2001, and 2000,
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 $1,183, $968 and $1,335 in fiscal 2002, 2001 and 2000, respectively.
F-13
34
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, discounted over the estimated
remaining service life of each officer. Deferred compensation expense totaled
approximately $50 in fiscal 2002, 2001 and 2000. The Company incurred no
compensation expense in 2002.
9. 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
2001 and 2000: risk-free interest rate of 7%; dividend yield of 1%; volatility
factor of the expected market price of the Company's common stock of .29, 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 2001 and 2000
was $1.05. No options were granted in fiscal 2002. The pro forma effect of the
estimated fair value of the options granted in fiscal 2001 and 2000 was
insignificant to the consolidated net income (loss) and net income (loss) per
share of the Company.
A summary of the Company's stock option activity and related information is as
follows:
Weighted-Average
Shares Exercise Price
---------- ----------------
Outstanding at May 30, 1999 34,000 $ 4.06
Granted 500,000 3.00
Terminated (10,000) 3.42
Forfeited (10,000) 3.00
--------
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
========
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 June 1, 2002, 272,000 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 TSAR, the related option is terminated 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 $(240), $380 and $95 applicable to the TSARs was recognized
in fiscal 2002, 2001 and 2000, respectively.
F-14
35
The weighted average remaining contractual life of the options outstanding was 6
years at June 1, 2002, 8 years at June 2, 2001 and 9 years at June 3, 2000. Of
the total options outstanding, 203,800, 110,000 and 14,400 were exercisable at
June 1, 2002, June 2, 2001 and June 3, 2000, respectively.
10. Income Taxes
Income tax expense (benefit) consisted of the following:
Fiscal year ended
------------------------------------
June 1 June 2 June 3
2002 2001 2000
------------------------------------
Current:
Federal $(6,031) $ 485 $(4,599)
State - - (323)
------------------------------------
(6,031) 485 (4,922)
Deferred:
Federal 395 3,053 (4,478)
State (154) 353 (233)
------------------------------------
241 3,406 (4,711)
------------------------------------
$(5,790) $3,891 $(9,633)
====================================
Significant components of the Company's deferred tax liabilities were as
follows:
June 1 June 2
2002 2001
-----------------------
Deferred tax liabilities:
Property, plant and equipment $12,151 $ 9,973
Cash basis temporary differences 2,548 2,707
Inventories 12,145 12,689
Other 1,842 1,423
-----------------------
Total deferred tax liabilities 28,686 26,792
Deferred tax assets:
Federal and state net
operating loss carryforwards 5,994 5,606
Other 3,177 1,912
-----------------------
Total deferred tax assets 9,171 7,518
-----------------------
Net deferred tax liabilities $19,515 $19,274
=======================
F-15
36
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.
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
------------------------------------
June 1 June 2 June 3
2002 2001 2000
------------------------------------
Statutory federal income
tax (benefit) $(5,564) $3,643 $(9,184)
State income taxes
(benefit), net (102) 233 (367)
Other, net (benefit) (124) 15 (82)
------------------------------------
$(5,790) $3,891 $(9,633)
====================================
Federal and state income taxes of $100, $219 and $1,342 were paid in fiscal
2002, 2001 and 2000, respectively. Federal and state income taxes of $164,
$4,409 and $271 were refunded in fiscal 2002, 2001 and 2000, respectively. The
Company will utilize net operating losses of $21,855 to recover approximately
$6,031 of federal income taxes paid in 1997. The Company had net operating loss
carryforwards for federal income tax purposes of $15,500 at June 1, 2002, which
expire in fiscal 2020 and 2022. The Company also has net operating loss
carryforwards for state income tax purposes of $37,300 which expire at various
dates in fiscal 2015 through 2022.
11. Other Matters
The carrying amounts in the consolidated balance sheet for cash and cash
equivalents, accounts receivable, notes receivable and investments, accounts
payable and long-term debt approximate their fair values. 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 $4.7 million at June 1, 2002. 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 2002, the Company recognized $1,862 in a vendor settlement pertaining
to overcharges for vitamins purchased by the Company over a number of years. The
settlement is reflected in the accompanying consolidated financial statements as
a reduction of cost of sales in the period ending June 1, 2002. Approximately
$1,600 of the settlement is included in other receivables as of June 1, 2002.
The $1,600 was collected ,in full, in June 2002.
F-16
37
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended June 1, 2002, June 2, 2001 and June 3, 2000
(in thousands)
Balance at Charged to Write-off Balance at
Beginning Cost and of End of
Description of Period Expense Accounts Period
- -------------------------------------------------------------------------------
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
==== ==== ==== ====
Year ended June 3, 2000:
Allowance for doubtful
accounts $ 52 $430 $177 $305
==== ==== ==== ====
S-1
38
CAL-MAINE FOODS, INC.
Form 10-K for the fiscal year
Ended June 1, 2002
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
21 Subsidiaries of Cal-Maine Foods, Inc
23 Consent of Independent Auditors
99.1 Written Statement of The Chief Executive Officer
99.2 Written Statement of The Chief Financial Officer
39