Cal-Maine Foods Files 2024 Annual Report

TL;DR

Cal-Maine Foods dropped its 2024 10-K. Full year financials are in.

AI Summary

Cal-Maine Foods Inc. reported its fiscal year 2024 results ending June 1, 2024. The company, a major producer of shell eggs, filed its annual 10-K report with the SEC. Specific financial figures and operational details for the fiscal year are detailed within the filing.

Why It Matters

This filing provides investors and analysts with a comprehensive overview of Cal-Maine Foods' financial performance and operational status for the fiscal year, crucial for understanding the company's position in the egg production market.

Risk Assessment

Risk Level: low — This is a standard annual financial filing (10-K) for a publicly traded company, providing historical data and disclosures.

Key Numbers

• 0601 — Fiscal Year End (Indicates the end of the reporting period for the fiscal year 2024.)
• 001-38695 — SEC File Number (The SEC file number associated with Cal-Maine Foods Inc.)

Key Players & Entities

• CAL-MAINE FOODS INC (company) — Filer of the 10-K report
• 20240601 (date) — Fiscal year end date for the report
• 20240723 (date) — Filing date of the 10-K report
• 0001562762-24-000177 (other) — Accession number for the filing

FAQ

Key Financial Figures

• $0.01 — ange on which registered: Common Stock, $0.01 par value per share CALM The Nasdaq G

Filing Documents

• calm2024060110K.htm (10-K) — 2307KB
• calm10kex32.htm (EX-3.2) — 134KB
• calm2024x10kex21.htm (EX-21) — 6KB
• calm2024x10kex32.htm (EX-32) — 8KB
• calm2024x10kex41.htm (EX-4.1) — 97KB
• calm2024x10kex97.htm (EX-97) — 121KB
• calm2024x10kex191.htm (EX-19.1) — 63KB
• calm2024x10kex231.htm (EX-23.1) — 5KB
• calm2024x10kex311.htm (EX-31.1) — 12KB
• calm2024x10kex312.htm (EX-31.2) — 13KB
• calm2024060110Kp6i0.jpg (GRAPHIC) — 32KB
• calm2024060110Kp7i0.jpg (GRAPHIC) — 36KB
• calm2024060110Kp23i0.jpg (GRAPHIC) — 30KB
• 0001562762-24-000177.txt ( ) — 10604KB
• calm-20240601_cal.xml (EX-101.CAL) — 103KB
• calm-20240601_def.xml (EX-101.DEF) — 301KB
• calm-20240601_lab.xml (EX-101.LAB) — 922KB
• calm-20240601_pre.xml (EX-101.PRE) — 521KB
• calm-20240601.xsd (EX-101.SCH) — 75KB
• calm2024060110K_htm.xml (XML) — 1413KB

financial statements

financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by a check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value, as reported by The NASDAQ Global Select Market, of the registrant's Common Stock, $0.01 par value, held by non-affiliates at December 2, 2023, which was the date of the last business day of the registrant's most recently completed second fiscal quarter, was $ 2,076,631,567 . As of July 23, 2024, 44,238,766 shares of the registrant's Common Stock, $0.01 par value, and 4,800,000 shares of the registrant's Class A Common Stock, $0.01 par value, were outstanding. 2 DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III of this Form 10-K is incorporated herein by reference from the registrant's Definitive Proxy Statement for its 2024 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this report. 3 TABLE OF CONTENTS Item Page Number Part I FORWARD -LOOKING STATEMENTS 1.

Risk Factors

Risk Factors 13 1B. Unresolved Staff Comments 21 1C. Cybersecurity 21 2.

Legal Proceedings

Legal Proceedings 22 4. Mine Safety Disclosures 22 Part II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 6. Reserved 24 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 25 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 36 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 38 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 63 9A.

Controls and Procedures

Controls and Procedures 63 9B. Other Information 65 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 65 Part III 10. Directors, Executive Officers and Corporate Governance 65 11.

Executive Compensation

Executive Compensation 66 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 66 13. Certain Relationships and Related Transactions, and Director Independence 66 14. Principal Accountant Fees and Services 66 Part IV 15. Exhibit and Financial Statement Schedules 66 16. Form 10-K Summary 69

Signatures

Signatures 70 4 PART I. FORWARD -LOOKING STATEMENTS This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") relating to our shell egg and egg products business, including estimated future production data, expected construction schedules, projected construction costs, potential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact on our business of the resurgence in United States ("U.S.") commercial table egg layer flocks of highly pathogenic avian influenza ("HPAI"), potential future impact on our business of inflation and changing interest rates, potential future impact on our business of new legislation, rules or policies, potential outcomes of legal proceedings, including loss contingency accruals and factors that may result in changes in the amounts recorded, and other projected operating data, including anticipated results of operations and financial condition. Such forward-looking statements are identified by the use of words such as "believes," "intends," "expects," "hopes," "may," "should," "plans," "projected," "contemplates," "anticipates," or similar words. Actual outcomes or results could differ materially from those projected in the forward-looking The forward-looking are based on management's current intent, belief, expectations, estimates, and projections regarding the Company and its industry. These are not guarantees of future performance and involve risks, uncertainties, assumptions, and other factors that are difficult to predict and may be beyond our control. The factors that could cause actual results to differ materially from those projected in the forward-looking incl

forward-looking statements will prove

forward-looking statements will prove to be accurate. Further, forward-looking statements included herein are only made as of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise required by law, we disclaim any intent or obligation to update publicly these forward-looking whether because of new information, future events, or otherwise. ITEM 1.

BUSINESS

BUSINESS Our Business We are the largest producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable producer and reliable supplier of consistent, high quality fresh shell eggs and egg products in the country, demonstrating a "Culture of Sustainability" in everything we do, and creating value for our shareholders, customers, team members and communities. We sell most of our shell eggs throughout the majority of the U.S. and aim to maintain efficient, state-of-the-art operations located close to our customers. We were founded in 1957 by the late Fred R. Adams, Jr. and are headquartered in Ridgeland, Mississippi. The Company has one reportable operating segment, which is the production, grading, packaging, marketing and distribution of shell eggs. Our integrated operations consist of hatching chicks, growing and maintaining flocks of pullets, layers and breeders, manufacturing feed, and producing, processing, packaging, and distributing shell eggs. Layers are mature female chickens, pullets are female chickens usually less than 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to be hatched for egg production flocks. Our total flock as of June 1, 2024 consisted of approximately 39.9 million layers and 11.8 million pullets and breeders. Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs. Specialty eggs encompass a broad range of products. We classify cage-free, organic, brown, free-range, pasture-raised and nutritionally enhanced eggs as specialty eggs for accounting and reporting purposes. We classify all other shell eggs as conventional products. While we report separate sales information for these egg types, there are many cost factors that are not specifically available for conventional or specialty eggs due to the nature of egg production. We manage ou

Item 7. Management's Discussion and

Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Acquisitions . When we use "we," "us," "our," or the "Company" in this report, we mean Cal-Maine Foods, Inc. and our consolidated subsidiaries, unless otherwise indicated or the context otherwise requires. The Company's fiscal year-end is on the Saturday closest to May 31. Our fiscal year 2024 ended June 1, 2024, and the first three fiscal quarters of fiscal 2024 ended September 2, 2023, December 2, 2023, and March 2, 2024. All references herein to a fiscal year means our fiscal year and all references to a year mean a calendar year. Industry Background According to the U.S. Department of Agriculture ("USDA") Agricultural Marketing Service, in 2023 approximately 70% of table eggs produced in the U.S. were sold as shell eggs, with 57% sold through food-at-home outlets such as grocery and convenience stores, 11% sold to food-away-from home channels such as restaurants and 2% exported. The USDA estimated that in 2023 approximately 30% of eggs produced in the U.S. were sold as egg products (shell eggs broken and sold in liquid, frozen, or dried form) to institutions (e.g. companies producing baked goods). For information about egg producers in the U.S., see "Competition" below. Our industry has been greatly impacted by the outbreaks of highly pathogenic avian influenza ("HPAI") . For additional information regarding HPAI and its impact on our industry and business, see

Item 1A. Risk Factors

Part I. Item 1A. Risk Factors and

Management's Discussion and Analysis of Financial Condition and Results of Operations - HPAI

Management's Discussion and Analysis of Financial Condition and Results of Operations - HPAI . Given historical consumption trends, we believe that general demand for eggs in the U.S. increases basically in line with the overall U.S. population growth; however, specific events can impact egg supply and consumption in a particular period, as occurred with the 2015 HPAI outbreak, the COVID-19 pandemic (particularly during 2020), and the most recent HPAI outbreaks starting in early 2022 and again in late 2023. For fiscal 2024, shell egg household penetration is approximately 97%. According to the USDA's Economic Research Service, estimated annual per capita consumption in the United 2019 and 2023 varied, ranging from 279 to 292 eggs which is directly impacted by available supply. The USDA calculates per capita consumption by dividing total shell egg disappearance in the U.S. by the U.S. population. The most significant shift in demand in recent years has been among specialty eggs, particularly cage-free eggs. For additional information, see "Specialty Eggs." Prices for Shell Eggs Wholesale shell egg sales prices are a critical component of revenue for the Company. We sell the majority of our conventional shell eggs at prices based on formulas that take into account, in varying ways, independently quoted regional wholesale market prices for shell eggs or formulas related to our costs of production, which include the cost of corn and soybean meal. We do not sell eggs directly to consumers or set the prices at which eggs are sold to consumers. Wholesale shell egg prices are volatile, cyclical, and impacted by a number of factors, including consumer demand, seasonal fluctuations, the number and productivity of laying hens in the U.S. and outbreaks of agricultural diseases such as HPAI. We believe the majority of conventional shell eggs sol

Item 7. Management's Discussion and Analysis – Results of

Part II. Item 7. Management's Discussion and Analysis – Results of Operations , egg prices in fiscal 2022 through fiscal 2024 were significantly impacted by HPAI. Wholesale prices for cage-free eggs are quoted by independent sources such as UB and USDA. There is no independently quoted wholesale market price for other specialty eggs such as nutritionally enhanced, organic, pasture-raise and free-range eggs. Specialty eggs are typically sold at prices and terms negotiated directly with customers and in the case of cage-free eggs, can be sold at prices that take into account independently quoted markets. Historically, prices for specialty eggs have generally been higher due to customer and consumer willingness to pay more for specialty eggs. We utilize several different pricing mechanisms; however, the majority of our specialty eggs are typically sold at prices and terms negotiated directly with customers. As a result, specialty egg prices do not fluctuate as much as conventional pricing. Depending on market conditions, input costs and individualized contract terms, the price we receive per dozen eggs in any given transaction may be more than or less than our farm production and other costs per dozen. Feed Costs for Shell Egg Production Feed is a primary cost component in the production of shell eggs and represented 56.0% of our fiscal 2024 farm production costs. We routinely fill our storage bins during harvest season when prices for feed ingredients, primarily corn and to a lesser extent soybean meal, are generally lower. To ensure continued availability of feed ingredients, we may enter into contracts for future purchases of corn and soybean meal, and as part of these contracts, we may lock-in the basis portion of our grain purchases several months in advance. Basis is the difference between the local cash price for grain and the applicable futures price. The differen

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