UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(mark one)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended August 30, 2003
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to ____________
Commission file number: 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)
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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes No X
Number of shares outstanding of each of the issuer's classes of common
stock (exclusive of treasury shares), as of October 2, 2003.
Common Stock, $0.01 par value 10,581,403 shares
Class A Common Stock, $0.01 par value 1,200,000 shares
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
INDEX
Page
Part I. Financial Information Number
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
August 30, 2003 and May 31, 2003 3
Condensed Consolidated Statements of Operations -
Three Months Ended August 30, 2003 and
August 31, 2002 4
Condensed Consolidated Statements of Cash Flow -
Three Months Ended August 30, 2003 and
August 31, 2002 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures of Market Risk 11
Item 4. Controls and Procedures 11
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
August 30, 2003 May 31, 2003
--------------- ------------
(unaudited) (note1)
ASSETS
Current assets:
Cash and cash equivalents $ 10,346 $ 6,092
Trade and other receivables 27,060 19,493
Recoverable federal income taxes 6,860 6,860
Inventories 50,185 51,005
Prepaid expenses and other current assets 2,067 1,729
--------------------------------------------------------
Total current assets 96,518 85,179
Notes receivable and investments 7,754 7,254
Goodwill 3,147 3,147
Other assets 1,657 1,620
Property, plant and equipment 269,903 267,671
Less accumulated depreciation (133,389) (129,479)
--------------------------------------------------------
136,514 138,192
--------------------------------------------------------
TOTAL ASSETS $ 245,590 $ 235,392
========================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 37,253 $ 33,032
Current maturities of long-term debt 12,369 12,592
Deferred income taxes 11,806 11,806
--------------------------------------------------------
Total current liabilities 61,428 57,430
Long-term debt, less current maturities 93,872 95,652
Other non-current liabilities 1,820 1,481
Deferred income taxes 14,744 14,744
--------------------------------------------------------
Total liabilities 171,864 169,307
Stockholders' equity:
Common stock $0.01 par value per share:
Authorized shares - 30,000,000
Issued and outstanding shares - 17,565,200 at August 30, 2003
and May 31,2003 176 176
Class A common stock $0.01 part value, authorized, issued and
outstanding 1,200,000 shares 12 12
Paid-in capital 18,784 18,784
Retained earnings 67,837 60,212
Common stock in treasury-6,983,797 shares at August 30, 2003
and 7,000,812 at May 31, 2003 (13,083) (13,099)
--------------------------------------------------------
Total stockholders' equity 73,726 66,085
--------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $245,590 $235,392
========================================================
See notes to condensed consolidated financial statements.
3
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
13 Weeks Ended
August 30, 2003 August 31, 2002
----------------------------------------------------------------
Net sales $ 114,376 $ 82,218
Cost of sales 87,701 72,147
----------------------------------------------------------------
Gross profit 26,675 10,071
Selling, delivery and administrative 13,255 10,557
----------------------------------------------------------------
Operating income (loss) 13,420 (486)
Other income (expense):
Interest expense, net (1,913) (2,219)
Other 692 53
----------------------------------------------------------------
(1,221) (2,166)
----------------------------------------------------------------
Income (loss) before income taxes 12,199 (2,652)
Income tax expense (benefit) 4,428 (940)
----------------------------------------------------------------
Net income (loss) $ 7,771 $ (1,712)
================================================================
Net income (loss) per common share:
Basic $ .66 $ (.15)
================================================================
Diluted $ .65 $ (.15)
================================================================
Dividends per common share $ .0125 $ .0125
================================================================
Weighted average shares outstanding:
Basic 11,779 11,764
================================================================
Diluted 12,034 11,764
================================================================
See notes to condensed consolidated financial statements.
4
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
13 Weeks Ended
August 30, 2003 August 31, 2002
-----------------------------------------------
Cash provided by (used in) operations $ 8,727 $(3,314)
Investing activities:
Purchases of property, plant and equipment (1,183) (1,248)
Construction of production and processing facilities (1,168) (2,554)
Payments received on notes receivable and from investments 26 31
Increase in notes receivable and investments (59) (110)
Net proceeds from disposal of property, plant and equipment 45 261
-----------------------------------------------
Net cash used in investing activities (2,339) (3,620)
Financing activities:
Net borrowings on note payable to bank - 7,500
Principal payments on long-term debt (2,003) (1,991)
Sale of common stock from treasury 16 -
Payments of dividends (147) (147)
-----------------------------------------------
Net cash provided by (used in)financing activities (2,134) 5,362
-----------------------------------------------
Net change in cash and cash equivalents 4,254 (1,572)
Cash and cash equivalents at beginning of period 6,092 4,878
-----------------------------------------------
Cash and cash equivalents at end of period $ 10,346 $ 3,306
===============================================
See notes to condensed consolidated financial statements.
5
CAL-MAINE FOODS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(in thousands, except share amounts)
August 30, 2003
(unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principals for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal occurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended August 30,
2003 are not necessarily indicative of the results that may be expected for the
year ending May 29, 2004.
The balance sheet at May 31, 2003 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included the in Cal-Maine Foods, Inc. annual report on Form
10-K for the fiscal year ended May 31, 2003.
2. Inventories
Inventories consisted of the following:
August 30 2003 May 31, 2003
----------------------------------------------------
Flocks $ 33,443 $ 33,070
Eggs 3,251 2,752
Feed and supplies 11,034 12,597
Livestock 2,457 2,586
----------------------------------------------------
$ 50,185 $ 51,005
====================================================
3. Other Matters
Possible "Going Private" Transaction
As reported in the Company's Form 8-K Current Report dated July 11, 2003,
at a special meeting held on that date Cal-Maine's Board of Directors
unanimously voted to explore the possibility of the Company becoming privately
owned. At the same meeting, the Board also appointed a Special Committee
comprised of three independent directors to consider the feasibility of "going
private" and, in that regard, to ensure that the best interests of the Company
and its shareholders would be served by such a course of action.
The members of the Special Committee are W.B. Cox, Letitia C. Hughes and R.
Faser Triplett, M.D. Following their appointment, the Committee members held an
organizational meeting and elected Dr. Triplett as the Committee's Chairman. In
addition, the Committee decided to interview certain investment banking firms
for purposes of obtaining an opinion as to the fairness from a financial
standpoint of the price to be paid by the Company for shares to be purchased in
a going private transaction, as well as to assist the Committee in evaluating
alternative methods of going private. In addition, the Committee selected and
engaged its own independent counsel to advise and represent the Committee on
related legal matters.
On July 24, 2003, after considering several investment banking firms, the
Special Committee engaged Houlihan Lokey Howard & Zukin Financial Advisors, Inc.
("Houlihan Lokey") to serve as investment adviser to the Committee in connection
with the possible going private transaction. The selection of Houlihan Lokey was
reported by the Committee to the full Board of Directors of the Company at a
regular quarterly Directors meeting held the same day. Houlihan Lokey reports to
the Special Committee and its final written opinion is addressed to the full
Board of Directors of the Company. All expenses of a going private transaction,
including Houlihan Lokey's fee, will be paid by the Company.
It is contemplated that a going private transaction would be effected by
means of a "reverse split" of the Company's Common Stock. This would require an
amendment of the Company's Certificate of Incorporation that would result in
fractional shares that would be purchased by the Company for cash.
If a going private transaction is effected, as to which the Company can
make no representation or prediction, the reporting and other applicable
requirements of the Securities Exchange Act of 1934 will no longer apply to the
Company or to any officer, director or controlling stockholder of the Company.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Cal-Maine Foods, Inc. (the" Company") is primarily engaged in the
production, grading, packing and sale of fresh shell eggs. The Company's fiscal
year end is the Saturday closest to May 31.
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 egg sales, including
feed sales to outside egg producers, account for 99% of the Company's net sales.
The Company primarily markets its shell eggs in the southwestern, southeastern,
mid-western and mid-Atlantic regions of the United States. Shell eggs are sold
directly by the Company primarily to national and regional supermarket chains.
The Company currently uses contract producers for approximately 13% of its
total egg production. Contract producers operate under agreements with the
Company for the use of their facilities in the production of shell eggs by
layers owned by the Company, which owns the eggs produced. Also, shell eggs are
purchased from outside producers for resale, as needed, by the Company.
The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which can fluctuate widely and are outside of
the Company's control. Retail sales of shell eggs are greatest during the fall
and winter months and lowest during the summer months. Prices for shell eggs
fluctuate in response to seasonal factors and a natural increase in egg
production during the spring and early summer.
The Company's cost of production is materially affected by feed costs,
which average about 55% of the Company'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.
According to U.S. Department of Agriculture reports, laying hen numbers on
September 1, 2003 were lower than a year ago. Current industry projections are
that, by calendar year end, the hen numbers will be slightly higher than last
year. Current U.S. Department of Agriculture projections for the fall 2003 corn
and soybean crop are for a smaller crop than earlier projected. This will likely
result in higher feed ingredient cost for the year ahead.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items
from the Company's Condensed Consolidated Statements of Operations expressed as
a percentage of net sales.
Percentage of Net Sales
-----------------------
13 Weeks Ended
August 30, 2003 August 31, 2002
----------------------------------------------------------
Net sales 100.0 % 100.0 %
Cost of sales 76.7 87.8
----------------------------------------------------------
Gross profit 23.3 12.2
Selling, delivery & administrative 11.6 12.8
----------------------------------------------------------
Operating income (loss) 11.7 (0.6)
Other expense (1.1) (2.6)
----------------------------------------------------------
Income (loss) before taxes 10.6 (3.2)
Income tax (benefit) 3.8 (1.1)
----------------------------------------------------------
Net income (loss) 6.8 % (2.1) %
==========================================================
7
NET SALES
Net sales for the first quarter of fiscal 2004 were $114.4 million, an
increase of $32.2 million, or 39.1%, as compared to net sales of $82.2 million
for the first quarter of fiscal 2003. Total eggs sold and egg selling prices
increased in the current quarter as compared to a year ago. Dozens sold for the
current quarter were 147.0 million dozen, an increase of 11.0 million dozen, or
8.1%, as compared to the first quarter of last year. The Company's net average
selling price per dozen for the fiscal 2004 first quarter was $.746, compared to
$.573 for the first quarter of last year, an increase of 30.2%. The Company's
net average selling price is the blended price for all sizes and grades of shell
eggs, including non-graded egg sales, breaking stock and undergrades. Usually,
the first quarter of the Company's fiscal year is a weak quarter as to egg price
and volume of sales. However, for the fiscal 2004 first quarter, domestic demand
for eggs was good and a nearly balanced supply of eggs strengthened egg selling
prices.
COST OF SALES
Total cost of sales for the first quarter ended August 30, 2003 was $87.7
million, an increase of $15.6 million, or 21.6%, as compared to the cost of
sales of $72.1 million for last year's first quarter. The increase is due to an
increase in dozens sold, cost of purchases from outside egg producers, and an
increase in cost of feed. The 5.2% increase in dozens sold was provided mostly
from an increase in dozens produced in Company facilities and a small increase
in eggs purchases from outside producers. Due to the increase in egg selling
prices, the cost of these outside purchases increased sharply, as reflected in
the Company's 31.9% increase in average egg selling prices. Feed cost per dozen
for the current first quarter was $.215, compared to $.205 per dozen for the
comparable fiscal 2003 first quarter, an increase of 4.8%. Other operating costs
remained in the same ranges for both the current and last year first fiscal
quarters. The increase in egg selling prices offset the increase in cost of
sales and resulted in a net increase in gross profit from12.2% for the quarter
ended August 31, 2002 to 23.3% of net sales for the current quarter ended August
30, 2003.
SELLING, DELIVERY AND ADMINISTRATIVE EXPENSES
Selling, delivery and administrative expense for the first quarter ended
August 30,2003 was $13.3 million, an increase of $2.7 million, or 25.5%, as
compared to the expense of $10.6 million for the comparable period last year.
Almost half of the increase, $1.4 million, is due increase in value of the
Company's stock option plan. The market quotation for the Company's stock
increased from $5.24 per share at May 30,2003 to $7.21 per share at August 30,
2003, and liability accounts were adjusted for the stock option plan. Due to
overall increases in the insurance market, the cost of general business and
property insurance increased $600,000 for the current quarter as compared to
last year's comparable quarter. Franchise fees, concerning the Company's
specialty egg sales, and professional fees, including legal and audit, increased
$300,000 each. On a cost per dozen sold basis, selling, delivery and
administrative expense increased from $.078 per dozen for the first quarter of
fiscal 2003 to $.093 per dozen for the current quarter, an increase of 19.2%.
Due to an increase in net sales, selling, delivery and administrative expense
decreased from 12.8% for fiscal 2003 to 11.6% of net sales for the current
fiscal year.
OPERATING INCOME
As a result of the above, operating income was $13.4 million for the first
quarter ended August 30,2003, as compared to an operating loss of $486,000 for
last fiscal year's first quarter. As a percent of net sales, the current fiscal
2004 quarter had operating income of 11.7%, compared to an operating loss of
0.6% for last year.
OTHER EXPENSE
Other expense for the first quarter ended August 30, 2003 was $1.2 million,
a decrease of $1.0 million, compared to $2.2 million for the quarter and August
31, 2002. For the current fiscal quarter, other income increased $600,000,
mostly from equity in income of affiliates, and net interest expense decreased
$300,000, due to repayment of borrowings on the Company's line of credit. As a
percent of net sales, other expense decreased from 2.6% for last year's first
quarter to 1.1% for the current first quarter.
INCOME TAXES
As a result of the above, the Company had pre-tax income of $12.2 million
for the quarter ended August 30, 2003, compared to pre-tax loss of $2.7 million
for the quarter ended August 31, 2002. For the current first quarter, income
taxes of $4.4 million were recorded with an effective tax rate of 36.3%, as
compared to an income tax benefit of $940,000 with an effective tax rate of
35.4% for last year's first quarter.
NET INCOME (LOSS)
As a result of the above, net income for the first quarter ended August 30,
2003 was $7.8 million, or $.66 per basic and $.65 per diluted share, compared to
net loss of $1.7 million, or $.15 per basic and diluted share for the quarter
ended August 31, 2002. As a percent
8
of net sales, net income was 6.8% for the quarter ended August 31, 2002,
compared to net loss of 2.1% for the quarter ended August 30, 2003.
CAPITAL RESOURCES AND LIQUIDITY
The Company's working capital at August 30, 2003 was $35.1 million compared
to $27.7 million at May 31, 2003. The Company's current ratio was 1.57 at August
30, 2003 as compared with 1.48 at May 31, 2003. The Company's need for working
capital generally is highest in the last and first fiscal quarters ending in May
and August, respectively, when egg prices are normally at seasonal lows.
Seasonal borrowing needs frequently are higher during these quarters than during
other fiscal quarters. The Company has a $35.0 million line of credit with three
banks none of which was utilized at August 30, 2003. The Company's long-term
debt at August 30, 2003, including current maturities, amounted to $106.2
million, as compared to $108.2 million at May 31, 2003.
For the thirteen weeks ended August 30, 2003, $8.7 million in net cash was
provided by operating activities. This compares to net cash used of $3.3 million
for the comparable period last year. In the current fiscal quarter, $1.2 million
was used for purchases of property, plant and equipment and $1.1 million used
for construction projects. Approximately $147,000 used for payments of dividends
on the common stock and $2.0 million was used for repayments on long-term debt.
The net result of these current activities was an increase in cash of $4.3
million since May 31, 2003.
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 August 30, 2003, the Company is in
compliance with the provisions of all loan agreements, including any provisions
waived or amended. Under certain of the loan agreements, the lenders have the
option to require the prepayment of any outstanding borrowings in the event of a
change in the control of the Company.
In fiscal 2001, the Company began construction of a new shell egg
production and processing facility in Guthrie, Kentucky, with completion of the
facility expected in the next fiscal quarter. The total cost of the facility is
approximately $18.0 million, of which $16.0 million was incurred through August
31, 2002. The Company has commitments from an insurance company to receive $5.0
million in long-term borrowings and from a leasing company to receive $7.5
million applicable to the Guthrie facility. Including the construction project,
the Company has projected capital expenditures of $11.0 million fiscal 2004,
which will be funded by cash flows from operations and additional long-term
borrowings.
The Company has $2.5 million of deferred tax liability due to a
subsidiary's change from a cash basis to an accrual basis taxpayer on May 29,
1988. The Taxpayer Relief Act of 1997 provides that the taxes on the cash basis
temporary differences as of that date are generally payable over the 20 years
beginning in fiscal 1999 or in the first fiscal year in which there is a change
in ownership control. Payment of the $2.5 million deferred tax liability would
reduce the Company's cash, but would not impact the Company's consolidated
statement of operations or stockholders' equity, as these taxes have been
accrued and are reflected on the Company's consolidated balance sheet.
Impact of Recently Issued Accounting Standards. In the first quarter of
fiscal 2003, the Company adopted Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144). SFAS No. 144 supersedes Statement of Financial Accounting Standards No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of," (SFAS No. 121), however, it retains the fundamental
provisions of SFAS No. 121 related to the recognition and measurement of the
impairment of long-lived assets to be "held and used." In addition, SFAS No. 144
provides more guidance on estimating cash flows when performing a recoverability
test, requires that a long-lived asset to be disposed other than by sale (e.g.,
abandoned) be classified as "held and used" until it is disposed of, and
establishes more restrictive criteria to classify an asset as "held for sale."
The adoption of SFAS No. 144 had no effect on the Company's consolidated results
of operations or financial position.
In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, "Consolidation of Variable Interest Entities, an
interpretation of Accounting Research Bulletin No. 51" (the Interpretation). The
Interpretation requires the consolidation of entities in which an enterprise
absorbs a majority of the entity's expected losses, receives a majority of the
entity's expected residual returns, or both, as a result of ownership,
contractual or other financial interests in the entity. Currently, entities are
generally consolidated by an enterprise when it has a controlling financial
interest through ownership of a majority voting interest in the entity. The
Company has investments in various affiliates established for the purpose of
production, processing, and distribution of shell eggs. These entities are
primarily funded with financing from third party lenders, which is secured by
first liens on the assets of the entities. The creditors of the entities do not
have recourse to the Company, except for one entity for which the Company
guarantees 50% of its debt. The Company accounts for these investments on the
equity method of accounting, recording its share of the net income or loss. The
Company has the
9
ability to exercise significant influence over operating and financial policies.
However, the Company does not have a controlling interest in the respective
entities. At May 31, 2003, the Company's aggregate net investment in these
entities totaled $6 million. The portion of the debt guaranteed was $7.2 million
at May 31, 2003. These amounts represent the Company's maximum exposure to loss
at May 31, 2003 as a result of its involvement with these entities.
Forward Looking Statements. The foregoing statements contain
forward-looking statements that 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 that 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.
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 included in Cal-Maine Foods, Inc. and Subsidiaries annual report on
Form10-K for the fiscal year ended May 31, 2003, 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.
10
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 Company is a guarantor of approximately
$7.2 million of long-term debt of one of the affiliates.
Goodwill. Goodwill primarily relates to the fiscal 1999 acquisition of Hudson
Brothers, Inc. 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.
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.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
There have been no material changes in the market risk reported in the
Company's fiscal 2003 annual report on Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures are effective
based on their evaluation of such controls and procedures as of the end of the
period covered by this report. There were no significant changes in internal
controls or in other factors that significantly affect internal controls
subsequent to the date of their most recent evaluation.
11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On December 26, 2002, Cal-Maine Farms, Inc.("Cal-Maine Farms"), a Delaware
corporation and a wholly owned subsidiary of the Company, was served with
process in a civil complaint filed in the Circuit Court of the First Judicial
District of Hinds County, Mississippi, on behalf of four plaintiffs, Hunter
McWhorter, a minor, his two parents, and Michael Green, an adult. In addition to
Cal-Maine Farms, Fred Adams, Dolph Baker, Charlie Collins, R. K. Looper and B.
J. Raines, officers of the Company, are also named as defendants. Six other
named defendants include Cargill, Incorporated, George's Farms, Inc., Peterson
Farms, Inc., Simmons Foods, Inc., Simmons Poultry Farms, Inc., and Tyson Foods,
Inc., each of which is engaged in the broiler business. Additional individual
defendants with affiliations to the other corporate defendants were also named.
The suit alleges the original plaintiffs have suffered medical problems
resulting from living near land upon which "litter" from the flocks of hens
owned by certain of the defendants was spread as fertilizer. The suit
specifically addresses conditions alleged to exist in Washington County,
Arkansas, where there is a relatively high concentration of broiler farms.
Cal-Maine Farms is not engaged in any broiler production and, compared to the
broiler producers, only has a very small portion of the hens located in
Washington County, Arkansas.
The suit alleges actual damages in the amount of $55,000,000 and requests
punitive damages in the amount of $100,000,000. On December 31, 2002, an Amended
Complaint was filed, bringing the total number of plaintiffs to 93, of which 67
are alleged to be ill and three are deceased. The damages sought were not
amended.
An answer has been filed on behalf of Cal-Maine Farms denying the
plaintiffs claim but no discovery has taken place. At this time, motions to
dismiss on behalf of certain defendants, including Cal-Maine Farms, are pending,
but not yet scheduled for hearing. At this stage, it is impossible to evaluate
the potential exposure, if any, of Cal-Maine Farms to damages in this suit.
On August 18, 2003, a complaint, styled H. David Schneider v. Cal-Maine
Foods Inc., et al. C.A. No. 20493-NC (the "Schneider Action"), was filed against
the Company and its directors in the Court of Chancery of the State of Delaware
in and for New Castle County.
The suit seeks class action status and alleges the Company and its
directors are attempting to freeze out the Company's public shareholders in
connection with the proposed going private transaction announced by the Company
on July 14, 2003, conflicts of interests, self-dealing and lack of good faith
dealing. The suit asks for a preliminary and permanent injunction to enjoin the
defendants from proceeding with the proposed going private transaction, damages
in the event the transaction is consummated, and an accounting to class members
for their damages.
On August 25, 2003, a purported class action complaint was filed in the
Court of Chancery of the State of Delaware in and for New Castle County against
the Company and its directors styled Pyles v. Cal-Maine Foods, Inc., et al.,
C.A. No. 20507 (the "Pyles Action"). The proposed class in the Pyles Action
consists of all holders of the Company's common stock other than the directors
of the Company, their affiliates and the Company's ESOP. The complaint in the
Pyles Action generally alleges, among other things, that the directors breached
their fiduciary duties in approving the reverse stock split, that the structure
and timing of the reverse split is unfair to the holders of the Company's common
stock other than the directors of the Company and the participants in the
Company's ESOP and the price being paid for fractional shares in the reverse
split is unfair. The complaint in the Pyles Action seeks preliminary and
permanent injunctions to prevent consummation of the reverse stock split,
rescission or rescissory damages in the event the reverse stock split is
consummated and damages as a result of the alleged breaches of fiduciary duty.
On August 26, 2003, the plaintiff in the Pyles Action filed a motion for
expedited proceedings, motion for preliminary injunction and served discovery
requests on the Company and its directors. As of the date of this report, the
Court of Chancery has not scheduled a date and time to hear the plaintiff's
request to expedite proceedings in the Pyles Action.
On September 2, 2003, with the consent of the parties to each action the
Court of Chancery entered an order consolidating the Schneider Action with the
Pyles Action into one proceeding styled, In re Cal-Maine Foods, Inc.
Stockholders Litigation, C.A. No. 20507 (the "Consolidated Action"). That same
day, the Court of Chancery agreed to hear plaintiffs' motion for preliminary
injunction on October 1, 2003. On or about September 16, 2003, the parties to
the Consolidated Action advised the Court that the Court did not need to hear
plaintiffs' motion for preliminary injunction on October 1 as the date of the
meeting to vote on the going private transaction had been delayed. The parties
are attempting to reschedule the date for the hearing on plaintiffs' motion for
preliminary injunction in advance of the new date for the stockholders' meeting
to vote on the going private transaction.
On September 25, 2003, a purported class action complaint was filed in the
Court of Chancery of the State of Delaware in and for New Castle County against
the Company and its directors styled Twin Valley Farms Exchange, Inc., Leon
Eshelman, Valeria Eshelman, Gary Eshelman, Pamela Fredricks, and Terry Bixler v.
Cal-Maine Foods, Inc., et al., C.A. No. 20576-NC (the "Twin Valley
12
Farms Action"). The proposed class in the Twin Valley Farms Action consists of
all holders of the Company's common stock other than the directors of the
Company, their affiliates and the Company's ESOP. All of the directors of the
Company are named as defendants in the Twin Valley Farms Action. The complaint
in the Twin Valley Farms Action generally alleges, among other things, that the
proposed reverse split is the product of unfair dealing by the directors of the
Company and that the price to be paid in lieu of fractional shares does not
reflect the intrinsic value of the Company nor does it constitute "fair value"
pursuant to the General Corporation Law of the State of Delaware.
On September 25, 2003, the plaintiffs in the Twin Valley Farms Action also
filed a motion to consolidate the Twin Valley Farms Action with the Consolidated
Action. By order dated September 29, 2003, the Twin Valley Farms Action was
consolidated with and into the Consolidated Action. The Company and its
directors intend to vigorously defend the Consolidated Action and are of the
opinion that the suits described included therein are without merit.
The Schneider Action, Pyles Action and Twin Valley Farms Action were
previously reported by the Company in its Form 8-K current reports dated August
18, 2003, August 25, 2003 and September 25, 2003, respectively
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
No. Description
-- -----------
31.1 Certification of The Chief Executive Officer
31.2 Certification of The Chief Financial Officer
32.0 Written Statement of The Chief Executive Officer and The
Chief Financial Officer
b. Reports on Form 8-K
(i) Form 8-K filed July 14, 2003, reporting on July 11, 2003, under Item 5
" Other Events" that the Company voted to explore the possibility of
the Company becoming privately held.
(ii) Form 8-K filed August 13, 2003, reporting on July 25, 2003, under Item
12 " Results of Operations and Financial Condition," provided under
Item 9 " Regulation FD Disclosure" the Company's press release
announcing financial results for the quarter and fiscal year ended May
31, 2003.
(iii) Form 8-K filed August 18, 2003, reporting on August 18, 2003, under
Item 5 " Other Events" and under Item 7 " Financial Statements and
Exhibits" the Company's press release announcing that the Company
voted for a 1 for 2,500 reverse stock split, and that shareholder's
owning less than 2,500 shares would receive cash in the amount of
$7.35 in lieu of fractional shares.
(iv) Form 8-K filed August 22, 2003, reporting on August 18, 2003, under
Item 5 " Other Events and Required FD Disclosure" and under Item 7 "
Financial Statements and Exhibits" that a class action suit styled H.
David Schneider v. Cal-Maine Foods Inc., et al., C.A. No. 20493-NC,
was filed against the Company and its directors in the Court of
Chancery of the State of Delaware in and for New Castle County in
connection with the proposed going private transaction announced by
the Company on July 14, 2003.
(v) Form 8-K filed August 29, 2003, reporting on August 25, 2003, under
Item 5 " Other Events and Required FD Disclosure" and under Item 7 "
Financial Statements and Exhibits" that a class action suit styled
Pyles v. Cal-Maine Foods Inc., et al., C.A. No. 20507, was filed
against the Company and its directors in the Court of Chancery of the
State of Delaware in and for New Castle County in connection with the
proposed going private transaction announced by the Company on July
14, 2003.
13
SIGNATURES
Pursuant to the requirements 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.
CAL-MAINE FOODS, INC.
(Registrant)
Date: October 6, 2003 /s/ Bobby J. Raines
--------------------------------------------
Bobby J. Raines
Vice President/Treasurer
(Principal Financial Officer)
Date: October 6, 2003 /s/ Charles F. Collins
--------------------------------------------
Charles F. Collins
Vice President/Controller
(Principal Accounting Officer)
14